Cherry and Atticus vs The Storm King
by PerkyGoth14
Summary: Twilight is planning a Festival of Friendship as she is beginning to doubt herself as the Princess of Friendship, but her friends come to help her as they go on a very epic adventure when two evil forces called Tempest Shadow and her right hand stallion Thunder Cloud come to rain on the Equestrian parade, the others must seek the help from Queen Nova, Queen of the Hippogriffs.
1. Chapter 1

Atticus, Patch, and Mo waited atop of the hill where they usually had Equestrian portals open up for them to send them into the magical world of Equestria.

Cherry gasped and panted as she climbed up the hill and flopped on the ground as she finally made it, though she clearly just got out of bed despite claims of not sleeping in earlier that morning. "Sorry I'm late..." she panted to the others while trying to catch her breath.

"It's okay," Atticus said. "You're actually on time."

"Anyone else joining us?" Mo asked.

"Cherry, didn't your parents promise to come too?" Atticus asked the perky goth.

"They said... That Grandma... Would take them there..." Cherry panted. "They're... Excited... To become horses... Like the ones they grew up with..."

"That's good, and my parents are coming too along with Darla." Atticus smiled.

"Such an exciting time," Mo beamed. "Also, Cherry, Drell promised to be nicer to you today!"

"I'll believe that when I see it." Cherry murmured.

"So, shall we get going?" Patch asked.

The four soon stood up together, activated their medallions, and came through the portal, becoming their Equestrian forms.

* * *

"Oh, Bud, I'm so excited," Michelle smiled as she was a purple pegasus with a golden mane and round glasses, having a dollar sign cutie mark which resembled her talents in selling things to people. "Our little girl is allowing us to go to Equestria and we're going to meet the princesses!"

"I'm so proud of her." Bud smiled back, he was a dark blue earth stallion with his hat and short graying black mane and had a construction cutie mark for his talent in handiwork for his friends and family.

"Are you excited, Wendy?" Michelle asked.

"Uh-huh," Wendy smiled as she was a red unicorn filly with a spell book cutie mark. "Thanks for letting me come too, Auntie Michelle and Uncle Bud."

"No problem," Bud smiled before smirking. "And I think Casper might be coming too."

"Oh, um, that'll be fun..." Wendy blushed at the mention of the former friendly ghost boy.

Spike was rushing over with plans in his arms. "'Scuse me! Dragon on the move! Important princess documents comin' through!"

"That must be Sprite." Bud guessed.

"Spike, dear..." Michelle narrowed her eyes with a smirk.

"I know my words!" Bud replied which just made his wife laugh.

* * *

They soon saw the Fudo family and a certain imaginary friend in their pony forms.

"Wow, Michelle, you look wonderful as a pegasus." Emily smiled.

"Aw, thanks, Emily," Michelle smiled back as she perched her wings. "I've always loved the idea of flying."

"You look great as a stallion, Bud." Patrick greeted.

"Aw, well, thanks," Bud smiled. "It's great for us to bond like this, especially with Cherry and Atticus's friendship. So, when do we meet Midnight?"

"Twilight." Michelle whispered.

"Uh, yes, her..." Bud replied.

"She'll probably come out of her castle once the kids come here." Emily suggested.

"Or they'll meet her inside." Patrick said.

"You look nice today, Casper." Wendy blushed.

"Oh, uh, thanks, Wendy," Casper blushed back as he was a light blue colt. "I love you-Your mane! Your mane... I love your mane."

The adults chuckled as they decided to let the kids alone.

* * *

"I don't wanna do it, I'll mess up!" Cherry's voice cried out.

"Just try it, you never know unless you try!" Atticus's voice encouraged.

Cherry soon flew in out of a portal, trying to do a spin only to lose control as Drell and Hilda came in into their Equestrian forms as they walked in to join the party before she crashed into them and they were all on the floor, but luckily, her wings hadn't broke.

"Ow." Cherry winced.

"CHERRY!" Drell glared. "You clumsy, insensitive, little-"

Cherry winced and pouted.

Drell was about to go on, but then forced himself to smile. "I mean... You cute little flyer... You almost had it!"

"Huh?" Cherry asked.

Hilda helped Cherry up to her hooves. "You okay, Cherry?"

"I'm not sure anymore..." Cherry said nervously as she backed up to hide behind her.

Atticus, Mo, and Patch soon came out. Drell soon gave a hug to Cherry.

"Get off of me!" Cherry yelped and zipped off before crashing into the bounce house. "Oof... Oh, good thing I'm not a unicorn."

Atticus bit on Cherry's tail and pulled her off of the bounce house and let go. "Clumsy, huh?"

"I am not clumsy!" Cherry glared.

"Anyway, we need to get to the castle." Mo said.

"Whoa!" An earth mare beamed. "Everypony from Manehattan to Saddle Arabia is here!"

"I know, filly!" Apple Cobbler replied. "We almost couldn't book a stable!"

"Princess Twilight must have her hooves full with this giant Festival!" Clear Skies commented as she flew with her friend.

"Are you kidding?!" A fellow pegasus mare replied. "She's smart and organized and cool under pressure! There's nothing she can't handle!"

* * *

Twilight was soon seen in the hall that had stain glass windows, trying to stay calm as she was meditating. Atticus overheard Twilight and came to see her as the others followed behind.

"Ommmmm... Ohhhhhhh, mmmmy goodness, I can't handle this!" Twilight quickly panicked as her wings were spiraling out of control. "Ooh! Nothing is working! I just have to get it together! Just go in there! And ask! This is your Friendship Festival! Everypony's happiness rests in your hooves."

'Whoa, she seems nervous.' Mo thought to herself before Spike came in with the scrolls.

"Okay, Twilight," Spike told the lavender alicorn. "Got all your charts and graphs," He then looked to the others. "Oh, hey, guys. Glad to see that you could make it."

"No problem, Spike, but it looks like Twilight could use a han-hoof." Cherry replied.

"Yeah, because she looks stressed out." Patch agreed.

"Oh, thank goodness you're all here!" Twilight told the others. "I'm just so nervous about this meeting!"

"Whatchoo talkin' 'bout?" Spike replied.

"Yeah, why are you so nervous?" Atticus added.

"I'm about to ask the three most royal princesses of Equestria a huge favor," Twilight sighed. "What if they reject me?"

"You'll do fine, just remember the one most important thing." Atticus assured.

"Smile?!" Twilight asked with a huge disturbing grin which reminded Cherry, Atticus, Mo, and Patch that of Lesson Zero, only less terrifying looking from stress and panic.

"Uh... No," Spike replied. "I think Atticus means that you're a princess too."

"That's right." Atticus nodded.

Twilight sighed. "Atticus... Could you come with me?" she then asked. "You're like another big brother to me, and I would feel so much better if you could come with me."

"Sure thing, Twilight," Atticus smiled in confidence. "I'd be more than happy to."

"Thanks." Twilight smiled back.

* * *

Atticus soon opened the doors to the throne room with his magic and where they saw that not only were the princesses there, but so was Zeus in his own pony form. "Zeus?!"

"Hello there, Atticus." The god smiled to the young Wiccan.

"I didn't know you were coming here too." Atticus smiled back at the king of gods which was now an alicorn.

"Well, you know, Celestia and I go way back." Zeus nodded.

"That's true." Atticus replied.

"Good morning, Princesses, and welcome to Equestria, Zeus," Twilight bowed. "Thank you all for seeing me. I have an idea that I think will make our Friendship Festival the most wonderful celebration Equestria has ever seen!"

"Yes, and we're excited too." Zeus replied.

"Oh, yes!" Princess Celestia agreed. "Very excited!"

"Ponies have been arriving from all over all morning." Princess Cadence informed.

"I'd like to think it's to see us, but Songbird Serenade might be the bigger attraction." Princess Luna suggested.

"Well, no doubt she could be the 'mane event'." Zeus joked before laughing at his own joke like when his son Hercules had been born and he joked with Hades.

"Nice one." Atticus laughed.

"Oh, Zeus, you always were good for a laugh." Princess Celestia giggled behind her hoof.

"And to make it extra special, I could use your help," Twilight soon continued. "Spike?"

Spike hummed a fanfare as he wheeled in a white board to show the other alicorn princesses and the King of all Gods from Mount Olympus.

"This should be interesting." Zeus said.

"Songbird Serenade's performance is not scheduled to start until after you begin the sunset," Twilight informed the other princesses of what she wanted for the festival. "And based on my precise calculation, to get the very best lighting for the stage, Princess Celestia, I was hoping you could make sure the sun stays about 28.1º to the south, and, Princess Luna, if you could raise the moon 62º to the north at the same time, it would reflect the sunlight on the other side and really frame the entire stage perfectly!"

"I-" Princess Luna was about to ask until she was then suddenly interrupted.

"But wait, there's more!" Twilight replied.

"Oh, dear." Zeus muttered slightly.

"Cadence, if you could use your crystal magic to create an aurora above the stage, the sun and the moon will shine through it and create a truly amazing light show!" Twilight continued.

Spike soon went to the top of the white board from the back. "Presenting Songbird Serenade!" The baby dragon cheered before cheering and fell off of the white board. "Ta-da..."

Twilight smiled nervously and covered Spike with her wing.

"So, you want us to move and the sun and the moon at the same time?" Princess Luna asked Twilight out of confusion.

"Well, I'd do it myself, except I don't have your magic." Twilight replied with a snort.

"Twilight, each of princesses use their power to serve Equestria in their own way such as myself and the other gods and goddesses back in Olympus," Zeus told the young alicorn. "You are the Princess of Friendship. You already have all the magic you need."

"I couldn't have said it any better." Princess Celestia smiled.

"So, that would be a no?" Atticus asked.

"YES!" Rainbow Dash's voice yelled out.

Patch looked out the window as Rainbow Dash was zipping through the clouds.

* * *

"Skies cleared and ready for the festival!" Rainbow Dash smiled as she hovered in the air.

Pinkie was soon seen taking a deep breath before blowing into a balloon. Bud and Michelle came to check on her and saw that she made a balloon animal of Discord only for it to deflate.

"Uh, I'll be right with ya, folks," Pinkie smiled nervously before she got blown back by the balloon's air. "WHOA!"

"That must be Pinkie Pie." Michelle giggled.

"Ooh, you know who I am?" Pinkie smiled.

"Yeah!" Michelle smiled back. "The best party pony in Equestria!"

"Aw, come on now..." Pinkie blushed and shuffled her hoof. "Say, you sound a lot like my friend, Cherry."

"She's our daughter." Bud informed.

"Cool." Pinkie smiled before her head joined her body as her neck as stretched out to them.

Bud and Michelle paused a moment before laughing in slight amusement. Boots sat with her adoptive mother as she sang to the birds and she appeared to be different in appearance, she had a slightly bigger stomach than the last time everypony saw her. The birds were suddenly startled by the sudden flying balloon and pink earth pony.

"Whoa! Heads up, Fluttershy!" Pinkie called out as she chased after the balloon. "Out of control balloooooon!"

"I don't think it's the balloon that's out of control, Pinkie Pie." Fluttershy giggled as she took one bird and comforted it.

"Free apple cider!" Applejack announced as she brought in a wagon of a barrel of Apple cider while holding a mug of Apple Cider and even ducked, having to know Pinkie was flying by.

"Ah!" Rainbow Dash beamed before zipping bye to take a mug. "Thank you! Loved it!"

"I'd like to try some." Bud smiled to the country earth mare.

Applejack soon poured some apple cider into a mug and gave it to Bud before seeing Rarity doing her part on the stage as she arranged a diamond onto a ribbon. Bud accepted the cup of cider and had a very serene look on his face as he enjoyed it very much. Rarity hummed to herself as she was perfectly aligning the gemstone.

"Uh, that's a really great job you're doing there, Rarity." Emily said.

"Oh, thank you, Emily." Rarity replied.

"'Course it might not get done 'til after the concert." Applejack told the unicorn fashionista.

"Applejack, darling, anypony can do 'fine'," Rarity sighed. "Twilight asked me, so clearly, she's going for fabulous, and fabulous takes time."

"Fabulous takes forever." Casper said.

"You said it, kid," Rainbow Dash agreed. "But awesome-" She then began before decorating the whole stage with the ribbons and diamonds instantly.

"Whoa!" Fluttershy yelped as she was tied in a ribbon with a diamond in her mouth.

"Can get done in four seconds flat!" Rainbow Dash concluded with a smirk. "Faster if I do my Sonic Rainboom!"

"No!" Emily panicked at how the ribbons and gems looked.

"It looks wretched enough already." Rarity added.

"Oh, come on, it's fine!" Rainbow Dash rolled her eyes.

"Were you raised in a barn?" Michelle asked Rainbow Dash before looking to Applejack. "No offense."

"None taken," Applejack replied as she got more cider only for Rainbow Dash and Bud to take a lot of the samples. "Especially since Ah wasn't raised in a barn. My family just happens to have a barn. Where Ah was born. And... Spent most of my formative years..."

"So, yes, you were raised in a barn." Michelle concluded.

Bud pouted and whimpered at that as he wanted it.


	2. Chapter 2

"Okay, just 218 things left to do and we're ready." Twilight said as she checked her list as she walked with Atticus and Spike by her sides.

"Hey, girls." Atticus greeted.

"Hey, Twilight!" The other of the Mane Six greeted. "Hey, Atticus!"

"Hello, Spike." Rarity smiled as she began to fix the decorations.

"H-Hi, Rarity." Spike blushed.

"How'd it go with the other Princesses?" Patrick asked Twilight. "They like your idea?"

"I bet they loved it!" Pinkie squealed as she hopped after the balloon while Cherry was trying to avoid her by hiding under the stage.

"They think she can do this with her own magic." Atticus said.

"And they are absolutely right, darling," Rarity agreed with a smile. "This festival is Twilight's brilliant idea and we know she's up to the task!"

"But what if I'm not?!" Twilight panicked instantly. "What if Songbird Serenade hates the stage?! Or nopony makes a new friend?! And if I failed the festival, then who am I?!"

"And Pinkie gets to her usual Pinkie Pie reassurance in 3, 2, 1." Cherry cued.

"Twilight, look at me!" Pinkie reacted. "This will be the biggest celebration Equestria has ever seen! As the Princess of Friendship, you cannot fail! This day will define who you are! The pressure is intense! It's almost too much for any single pony to handle!" she then suddenly screamed which concerned the other ponies.

* * *

Cherry crawled out from under the stage and tiptoed away as Pinkie Pie was distracted. That was until she stepped on a random twig.

"But you have us, so stop worrying!" Pinkie smiled before she turned her head. " **CHERRY!** "

Cherry yelped and began to run for her life. Unfortunately, she got caught by Pinkie. Pinkie tackled Cherry into a hug.

Cherry gasped and struggled to get free, but it was no use. "Why me?!"

"I think Twilight needs a little pep talk." Atticus told the other Mane Six.

"Or in this case, a pep song." Mo smiled.

"It's time to show 'em what you've got~" Applejack began as she dusted off Twilight.

"It's time to go and get things done~" Rarity added, using magic from her horn to adjust the crown on her friend's head.

'Wow, their singing is amazing.' Micheal thought to herself.

"But you don't have to do it on your own~" Fluttershy sang as she rubbed her stomach as she stood beside Boots.

"'Cuz you've got friends right here to make it fun~" Pinkie Pie joined as she briefly let go of Cherry.

"Finally." Cherry sighed.

"She seems nice." Michelle smiled as she seemed to like Pinkie Pie.

"We got this, you got this, we got this together~" Pinkie Pie, Applejack, Fluttershy, Rarity, and Rainbow Dash sang until Rainbow Dash took Twilight and Spike up to the sky.

Spike yelped as he was suddenly taken for a ride.

* * *

"Sometimes the pressure gets you down, And the clouds are dark and grey, Just kick them off and let the sun shine through~" Rainbow Dash sang before she ran into the Wonderbolts who joined in with her. "And scary as it seems, more help is on the way, 'Cuz friends have friends that wanna help out, too~"

"We got this, you got this~" The Wonderbolts sang along. "We got this together~"

"It's the festival of friendship, And we can get it done, A festival that they won't forget, A party to be proud of, A day of games and fun, Just you wait and see, A magic day in perfect harmony~" Rainbow Dash and the Wonderbolts sang.

"You got this~" Fluttershy and Boots sang with the birds tweeting a melody. "We got this together~"

"With friends and family, you are never alone, If you need help, we've got your back, You can be honest, let your problems be known~" Applejack sang before her family joined in. "'Cuz you got us to pick up the slack, We got this~"

"Eeyup!" Big Mac joined in.

"We got this together~" The Apple family sang.

The CMC soon came with Button Mash and Timber to help support Twilight. Twilight was soon with Rarity at the stage as she was getting gems ready on the stage.

"Pay attention to the details, Every gem even-spaced, Make the colors perfect~" Rarity sang.

"Takin' one or two to taste." Spike licked his lips hungrily.

"Inside and out, beautiful throughout~" Rarity smiled. "Generosity is what we're all about~"

"You got this~" Spike sang with his mouth full.

"We got this~" Rarity sang.

"We got this together~" Twilight and Rarity sang as they put the finishing touch on the ceiling.

"Today needs to be perfect, it all comes down to me, I don't know if I'm ready, For all the things they need me to be~," Twilight sang on her own. "I am the Princess of Friendship, But that is more than just a crown, It's a promise to bring ponies together, And never let anypony down~"

We are soon shown Pinkie Pie pedaling on a giant blender. "We've got an awful lot to bake, Each pony needs a piece of cake, Oh, wait! There's something better we can do~" The energetic pink mare sang. "We're gonna need some more supplies, To make a really big surprise, She'll be so shocked—she's sure to love it, too!, You got this!, We got this together!~"

"It's the Festival of Friendship, Together we are one, A day we will never forget~" Bud, Michelle, Patrick, and Emily joined in. "And now everything is ready, So when the day is done~"

"The weather~" Rainbow Dash sang.

"The banquet~" Applejack sang.

"The style~" Rarity sang.

"The music~" Fluttershy sang.

"All will be in perfect harmony!~" Atticus, Mo, and Patch sang along.

Pinkie Pie's big party cannon soon shot out four lairs of cake with a candle. Cherry yelped and ducked down, shielding herself with her wings for protection.

* * *

SPLAT!

The cake landed on both Cherry and Twilight.

"Pinkie!" Twilight glared at the cannon.

"Seriously?!" Cherry added.

Two candles then landed on top of their heads.

"Oopsy!" Pinkie smiled sheepishly. "Guess my easy bake confetti cake cannon needs a little bit more fine tuning!"

Cherry and Twilight both snorted which set the candle flames out above their heads.

"Well, at least it can't get worse." Super Power Man smiled nervously as he was now a big strong Pegasus with his superhero emblem as his cutie mark.

The others looked around as two security guard stallions came forward with a certain celebrity.

"Hiya. I'm lookin' for the pony in charge?" The pegasus mare said before posing for cameras. "I need to set up for my sound check."

"Is that her?" Mo whispered to Rarity.

Rarity nodded quickly.

* * *

"Uh, Songbird Serenade?" Twilight smiled nervously. "Um, I was just going to check on you. I'm Princess Twilight, and sorry about the mess. I'm usually not so-"

"Caked in cake?" Songbird teased.

Twilight soon smiled nervously as she had accidentally got some cake on the famous Pegasus.

"You have visual on buttercream?" The agent paged the bodyguard.

"Visual confirmed: go for clean-up." The bodyguard replied as he wiped the stain off of their client.

Everyone soon heard something coming and it sounded like a storm.

"Is that thunder?" Patch asked nervously.

"Storm clouds?" Twilight added. "I ordered perfect weather! Rainbow Dash?!"

"Those aren't storm clouds." Drell told the Princess of Friendship.

"Then what are they?" Mo asked.

"I was afraid of this..." Drell replied.

"Oh, Drell, it can't be her, could it?" Hilda asked nervously.

"Ooh!" Pinkie beamed. "I bet those are the clowns I ordered for Cherry!"

"WHAT?!" Cherry panicked.

"Pinkie, Cherry isn't a fan of clowns." Patch said.

"I thought they could help cheer her up." Pinkie smiled innocently.

What looked like a spaceship soon came in for a landing in Canterlot which worried the ponies immensely.

"...Or definitely not the clowns I ordered." Pinkie then said nervously.

"Nope." Drell shook his head.

"Drell, what's going on here?" Atticus asked.

"I was hoping you all would never find out," Drell sighed sharply. "But it's Commander Tempest Shadow."

"Who?" Mo asked.

"Are you sure?" Patrick asked Drell.

"It has to be," Drell told Patrick. "Doesn't that look familiar to you?"

"It sure does." Patrick nodded.

* * *

The ship soon landed and the doors opened up to show what looked like a mutated hedgehog as he then brought out a box.

Cherry narrowed her eyes and came forward. "Who do you think you are, buddy?" she then glared.

"Ahem..." The hedgehog cleared his throat before calling out into the microphone which made Cherry wince since she was too close to the feedback. "Ponieth of Equethtria, we come on behalf of the fearsome, the powerful, the almighty...Thtorm King!"

"The Storm King?" Mo asked out of confusion.

"I was hoping this wouldn't happen in this generation in Equestria," Drell groaned. "Why couldn't it had been the generations before this with their annoyingly cutesy dispositions that make Pinkie Pie look sane?"

"Ahem!" The hedgehog glared.

"Go on, Grubber..." Drell rolled his eyes.

The other ponies looked scared at the sight of the Storm King.

"Yeth, well, thank you," The hedgehog smirked as he continued on with his speech. "And now, to deliver the evil, evil methage, put your hooveth together for Commander Tempeeeetht!" He soon felt something hit him on the back of the head. "Oh, and her first-in-command, Thunder Cloud!" Grubber added.

Two figures soon came out from the ship. One was a unicorn mare who appeared to have a broken horn which had static electricity above it.

"Is that a unicorn?" Twilight asked about Tempest Shadow.

"Looks like it, but what happened to her horn?" Atticus asked.

The second figure was a strong looking Pegasus. The alicorn princesses soon flew down with Zeus beside them.

"Tempest, is it?" Princess Celestia asked. "How may we help you?"

"Oh, I'm so glad you asked," Tempest Shadow smirked. "How about we start with your complete and total surrender?"

"Uh, hi, Princess of Friendship here I'm sure we can talk all this out." Twilight spoke up as she joined the princesses and Zeus with Atticus.

"Oh, goody," Tempest Shadow rolled her eyes. "All four Princesses. Here's the deal, ladies. I need your magic. Give it up nicely, please, or we make it difficult for everyone!"

"And why should we cower before you?" Princess Luna replied. "There's two of you and hundreds of us."

"Shall I summon the creatures, mi'lady?" Thunder Cloud asked Tempest Shadow with a loyal bow, though he was close to her due to his high ranked status.

"Yes, you may, Thunder Cloud." Tempest Shadow smirked.

"Attack!" Thunder Cloud told the storm creatures.

"I was hoping you'd choose difficult." Tempest Shadow chuckled darkly to the Alicorn princesses and God from Mount Olympus.

The storm creatures soon came to invade Canterlot.

"Okay, half of us should try and fight off the storm creatures." Drell said.

"Oh, Drell." Hilda frowned.

"Don't worry," Drell stroked her face with a hoof. "I've anticipated this, I was just hoping it wouldn't be with Cherry, Atticus, Mo, and Patch."

"Wait, what?" Cherry asked.

"Patrick!" Drell called out. "Assistance if you please!"

"You got it!" Patrick replied as he came beside his side while Hilda disappeared within the crowd.

Atticus narrowed his eyes without fear as he was going to help fight the storm creatures.

"Time to put some princesses and what I think is two princes to stone." Thunder Cloud smirked.

Tempest Shadow tossed an orb against Celestia, Luna, and Cadence, but the youngest alicorn stood in the way to protect her aunts with the magic of her horn, but unfortunately, it wasn't strong enough and she suddenly turned into stone.

"Cadence!" Princess Celestia gasped.

"I can't stop it!" Cadence cried out as she slowly turned into stone.

"One down." Thunder Shadow said.

"Luna, quick! Go south beyond the Badlands!" Princess Celestia told her sister.

Princess Luna nodded.

"Seek help from the Queen of the Hippo-" Zeus added to Princess Luna before yelping as Princess Celestia was the next one to be stoned. "Celestia!"

Princess Luna soon did what she could as she panicked for her sister. Drell charged against the storm creatures like a football player and soon jumped up and lunged out toward Thunder Cloud only for him to toss an orb at the warlock to turn him into stone as well.

" **DRELL!** " Patrick yelped for the most powerful man in the Supernatural Realm.

"What do we do?" Emily frowned.

"Children, you have to get out of here," Patrick told Atticus, Cherry, Mo, and Patch. "Take the younger ones with you if you must, but you have to get out of here before it gets too dangerous."

"But what about you guys?" Cherry asked. "My parents don't have powers like you guys!"

"Right." Patrick said.

"Emily, you have to go with them." Hilda said.

"Do you think I should?" Emily asked Hilda.

"I insist," Hilda nodded. "Besides, Queen Novo might be happy to see you."

"I haven't seen her in so long." Emily smiled.

"Then go..." Hilda encouraged.'

"All right, Hilda, stay safe." Emily nodded before going with the kids.

"Emily, wait!" Patrick called out which brought his wife back. "Be careful."

"You too." Emily replied before they kissed each other.

Princess Luna was the next to get turned to stone and where Twilight was going to be the next one.

"Twilight, no!" Atticus panicked for his Equestrian sister figure.

It was too late, Twilight had been hit which made Shadow Tempest chuckle darkly.

"Easy as pie." Shadow Tempest smirked.

"Oh, I love pie..." Grubber sighed hungrily.

* * *

The smoke cleared to show that it was actually Derpy. She also had on a party hat to look like Twilight's horn since she already had wings.

"Oh, you totally got the latht Printheth!" Grubber smiled proudly to Tempest Shadow.

"That's not the princess!" Shadow Tempest glared as the party hat slid off. "Go and find her!"

Grubber yelped and then told the storm creatures that they had to find Twilight Sparkle.

"Over here, y'all!" Applejack called out.

"Twilight, come on!" Atticus ran with his Equestrian sister figure. "Wendy, Casper, you too! And-Mom?"

"I have to come with you guys." Emily told her son urgently.

"Alright." Atticus said as they made their way to a bridge.

"Mom! Dad!" Cherry frowned in worry about her parents.

"Come on, Cherry!" Atticus told her.

Cherry looked at him and looked back to her parents with tears in her eyes before she joined the others. They soon saw that the end of the bridge was blocked by storm creatures with shields. Twilight and Atticus then tried to use their magic only for it to backfire on them, and it broke the bridge which made them all fall into the water below and get swept away with a giant waterfall, and they all fell down the waterfall which would be a bad sign. Grubber took a look with the shadow creatures to see that the others had disappeared with the water rush.

* * *

"Which one of you guyth ith goin' down there?" Grubber asked.

The storm creatures seemed to do some grunts as their way of communication."I would, but I jutht had a hearty meal, and I will think and I will thide-cramp," Grubber sighed as he walked off with them. "I'm very big-boned. I think quick. I'm thure Thunder Cloud will underthand." Unfortunately, he would be wrong as both Thunder Cloud and Tempest Shadow weren't the understanding types.


	3. Chapter 3

Meanwhile, the others luckily found shore and they went up to get dry and safe. Applejack saw her hat floating by and soon took it before it would be lost forever since it was so important to her.

"Is everypony okay?" Emily asked as she hugged Casper who was so happy to see her.

"We're alright." Atticus said.

"I think my bottom's on backward." Rarity muttered in a daze.

"We just got our cupcakes handed to us by the worst party crasher ever!" Pinkie complained.

"We gotta go back there and fight!" Rainbow Dash glared.

"Are you insane?!" Mo panicked.

"Well, you saw the size of those goons," Spike agreed. "You seriously wanna go back?"

"So now what? We can't hide here forever," Applejack added before whispering. "And let's be honest, we can't go back. Look at what they did to the Princesses and Zeus. We gotta keep 'em away from Twilight."

"And Atticus." Patch said.

"The Queen..." Twilight whispered to herself in thought about what was advised to her before they were washed away from Canterlot.

"Yeah, the Queen!" Pinkie Pie beamed before looking confused. "Uh, what queen?"

"Before Celestia was turned to stone, Zeus said for Luna to go to the Queen of the Hippos." Atticus said.

"Luna can't, so we have to." Twilight replied.

"Hippos?" Applejack asked out of confusion.

"Seriously?" Rainbow Dash deadpanned.

"I've heard they're surprisingly graceful for their size!" Pinkie beamed. "Huh, but they're always hungry."

"Hungry?" Spike gulped.

"They're vegetarians." Mo assured Spike.

"They're somewhere South," Twilight said. "Past the Badlands."

"Not hippos, guys-" Emily was about to correct them.

"That means we'll have to leave Equestria!" Fluttershy gasped.

"Well, they must live far away." Mo said.

"I'm not even packed!" Rarity panicked.

"I understand you're scared, and nopony else has to go," Twilight told her friends. "But I have to find the queen. She might be our only hope."

"You're not going alone." Atticus said.

"Well, you're not getting all the glory," Rainbow Dash added. "We're in this together."

"Us too!" Casper and Wendy even added before looking to each other and looked away while blushing since they said that at the exact same time.

"We're coming too." Mo said as she dragged Cherry into this.

Cherry tried to escape only to have no such luck. As usual. Everyone soon agreed and they began to walk down a path together to find the 'Queen of Hippos'.

"Anypony up for a game of 'I Spy'?" Pinkie beamed which made the others groan. "No, really! Come on! I spy with my little eye something that is orange. No takers? It's you, Applejack!"

"This is going to be a long walk." Emily groaned.

"You said it, Mom." Casper agreed with his adoptive mother.

* * *

 ** _Back in Canterlot..._**

The ponies were being forced to go around by the storm creatures, even Cherry's parents, and where even Super Power Man was being forced to work for Tempest Shadow and Thunder Cloud. One storm creature then let loose the balloons as the ponies were being enslaved.

"All this power wasted on parties when there are far greater uses." Tempest Shadow scoffed as she watched the balloons from the balcony.

Two storm creatures came in with Super Power Man and a flask as the liquid in it was ringing.

"Aren't you going to answer that?" Thunder Cloud glared at the creatures.

One creature popped the top off before pouring in the glowing liquid from the flask as dark blue smoke and icy blue flames whooshed from inside the pool.

 ** _"Where am I supposed to be looking?"_** The Storm King snarled before looking all around the room. **_"I never understand how this spell works. Tempest!"_**

"Oh, brother." Thunder Cloud groaned.

"Over here, Your Excellency." Tempest Shadow rolled her eyes.

 ** _"Where?"_ **The Storm King looked around.

"Ugh..." Thunder Cloud face-hoofed. "Turn right!...Your Lordship."

"Wow, this is the guy that you two work for?" Super Power Man asked.

 ** _"Oh, there you are,"_ **The Storm King finally looked to the two evil ponies. **_"Here's the deal. I'm in the middle of a big re-brand here. The Storm King is tracking well as 'intensely intimidating', but you know what? I need to back it up. You know what I need to back it up with? A STORM! THAT WOULD BE GREAT! You promised me magic that could control the Elements, and right now, I'm holding a what? A branch. A twig. Bleh!"_**

"Uh, that would be the Staff of Sacanas, Your Excellency, and it will-" Tempest Shadow replied.

 ** _"Mm-hmm..."_** The Storm King nodded as he observed the staff.

"Ahem!" Thunder Cloud glared. "It will give you the power to control the Elements once all four Princesses are aligned."

"You'll soon have the power of a hundred armies." Tempest Shadow added.

 ** _"So, that would be a yes on your locking down the four Pegacornicuseses, or whatever you call them?"_ **The Storm King asked.

"Give us three days," Thunder Cloud told The Storm King. "We'll have everything ready for your arrival."

"You have our word." Tempest Shadow vowed.

 ** _"Remember, Tempest and Thunder,"_** The Storm King ominously warned. **_"Only I have the power to make you whole. Make this twig work, and you'll get your reward. Fail me, and Tempest's horn won't be the only thing that's broken."_**

"It won't be a problem." Tempest Shadow promised.

 ** _"Great!"_** The Storm King beamed before his speech was warbled and faded away. **_"I'm ready to power up, crash and bash, and be the biggest, baddest bugaloooooo..."_**

"Finally." Thunder Cloud said.

"Thorry, bad thpell thervice," Grubber smiled nervously. "You want me to call him back?"

"Do you have the princess and prince?" Thunder Cloud demanded, thinking Atticus was an Alicorn Prince.

"Well, uh, funny thtory," Grubber became even more nervous before bringing out a dessert. "It kinda theemth like they... They might've like, you know, got away... A little bit. I know you're dithappointed, but I got one word for you: 'thpongecake'.

"You let them escape?!" Thunder Cloud glared as he smacked the dessert out of the way.

The hedgehog was then zapped rather violently.

"We need all four for the staff to work." Tempest Shadow reminded Grubber.

"Hey, I know! I want the Thtorm King to fix that crazy horn as badly as you do," Grubber replied which made things rather worse for his situation. "It lookth like a crackly chipped tooth on the top of your head. And you know you don't look good in hatth."

"Just shut up." Thunder Cloud glared at Grubber.

"That Princess is not gonna keep me from getting my horn back!" Tempest Cloud sneered. "Prepare my ship!"

Grubber yelped and then ran off, feeling very afraid of the two of them.

"We are worrying over nothing, my dear Tempest," Thunder Cloud loyally told his superior. "Please. How far could one little pony get on her own?"

"You're right." Tempest Shadow said.

Unfortunately for them, the group had gone further than Equestria as they were now in a desert.


	4. Chapter 4

Pinkie continued to ramble on as she was slowly beginning to lose all sense of reality.

"Mom, I feel so tired..." Atticus pouted.

"Oh, my poor baby," Emily cooed as she felt his forehead with her wing. "You must be having heat frustration."

"I think Pinkie is starting to have it before me." Atticus said.

"Uh, Pinkie Pie, are you feeling okay?" Cherry asked nervously.

"I think she looks like she's going to lose it." Mo said.

Cherry then escaped away from Pinkie Pie, and where the pink earth mare did seem like she was losing it.

Cherry waved her hoof in Pinkie's face and she couldn't even focus properly. "Well, at least she's not singing Home on the Range and is tone deaf, I mean, can you imagine how horrible that would be on an adventure?" she then laughed weakly as she thought that wouldn't be very likely to happen.

Pinkie Pie soon laughed before passing out into the sand, making her mane and tail deflate.

"Guys, Pinkie Pie's dead..." Cherry's eyes widened before she gave a weak smile. "Yay..."

"I feel like we've been walking for centuries." Wendy panted.

Pinkie Pie soon stood up with a skull.

"Pinkie, why are you holding that skull?" Atticus asked.

"Maybe this little guy knows which way to go!" Pinkie smiled before a bug crawled out of the eye socket. "What's that, friend? We're lost?"

"I think Pinkie Pie has finally lost it." Patch whispered.

"I'm sweating..." Cherry complained and grunted as she wiped her forehead. "I HATE SWEAT!"

"What do you want us to do about it?!" Mo glared from the heat.

"Maybe you should take a bath, Street Mouse!" Cherry glared back.

"Call me that again!" Mo glared back.

"Street. Mouse." Cherry smirked.

"Okay, City Girl." Mo smirked back.

"Is that supposed to upset me?" Cherry scoffed.

Mo soon tackled Cherry.

"Wah!" Cherry yelped as she was soon pulped.

"We could be going in... Circles!" Spike gasped and panted before passing out as he looked the most miserable. "Endless... sand... Nothin' for miles... but sand... and this rock... and this cactus... and this roooooooooaaaaaad... This rooooooad..."

"Wait, did you just say 'road'?" Atticus asked Spike with a smile.

"Hmm? A road?" Twilight repeated. "Where there's a road, there's a-" she then gasped.

Everyone came together and they saw a city not too far away from where they were.

"A city!" Emily smiled.

"Ooh, a city!" Pinkie jumped up which made Cherry fly with her before she ended up on the ground behind her due to leaning over the pink party pony. "We are doing it, you guys!"

"You know what they say: where there's a city, there's a spa!" Rarity beamed.

" _No one_ has ever said that." Mo said.

"Rarity, we're here to help save Equestria." Casper reminded the unicorn fashionista.

"I can multitask." Rarity retorted.

"Well, let's stick together." Emily suggested.

* * *

They soon came to walk into the city which seemed to be inhabited by pig creatures.

"Ugh, and I thought the dragons from Dragon Quest were disgusting..." Cherry complained as they walked into the city.

"This place seems almost like the marketplace in Agrabah." Atticus said.

"Yeah, but only more filthy." Cherry groaned.

"Ooh... Hey, you with the horns," A creature smirked toward Twilight and Atticus. "You sellin'?"

"No, and don't even think about it, sicko." Atticus glared.

Fluttershy looked nervous and worried for the bird creatures that were locked up like wild animals, though she was mostly scared.

"Hi, there! Ooh, I'm sorry," Twilight told one creature as he appeared to drop barrels and helped lift them up with the magic of her horn. "Here. Lemme help you with that."

"Hey, no magic around my merchandise!" The creature snapped at her.

"She was just helping!" Atticus glared.

The creature snorted at him and rolled his eyes. Atticus raised a hoof, but soon put it down as he decided this guy wasn't worth his time and energy.

"Okay, we just gotta stick together," Twilight told the others. "Be careful who you talk to, and try to blend in."

"Can I have your attention, please?!" Pinkie Pie called out much to everyone's misfortune.

"Of all the ponies, we had to have the one with the big mouth." Cherry groaned.

"Can anypony take us to the Queen of the Hippos?!" Pinkie called out.

"It's not the Queen of the Hippos!" Emily glared. "It's the Queen of the-"

"You want something?" The fish creature asked Pinkie Pie. "You gotta give something!"

"Please don't involve me, please don't involve me, please don't involve me, please, please, please, please." Cherry begged with a face-hoof.

"Well, how about a big warm hug from a grateful pony friend?" Pinkie offered to the fish creature before hugging him which made Cherry breathed in relief so far, and she then took out a comb with a loose dark pink lock of mane in the teeth. "How about this comb that I've never used?" She then took out a picture of her favorite sister from back on the Rock Farm. "A picture of my sister Maud?" she then came up to one creature with a mint. "This breath mint? Seriously, buddy. Help me, help you, it was Cherry's idea."

"Heh..." Cherry grinned nervously as the creature glared at them both before she zipped away.

"Pinkie, you can't just take off!" Twilight scolded through her teeth. "And you don't need to announce to every-"

"Oh, relax, Twilight!" Pinkie said.

"How much for the giant gecko?!" One creature pointed toward Spike.

"Huh?" The Mane Six replied.

"Who you callin' gecko?" Spike glared.

"Sorry, but he's not for sale and besides, if you haven't noticed his wings, he's a dragon." Emily said.

"I want that fancy purple hair!" One female creature looked to Rarity. "I'll give ya two storm bucks for it!"

"Two storm bucks?!" Rarity huffed. "It's worth more than that!"

The creatures soon came close toward the others, trying to auction off from them.

"Please, leave us alone!" Wendy begged. "We're here on official business!"

"Leave us alone!" Atticus told the crowd before crystal spikes were about to appear.

"Oh, Atticus!" Emily cupped her mouth.

A cat in a coat soon came toward the crowd in front of the Mane Six and their other friends. "Back off, everyone!" He told the creatures. "Back it up! Y'all in some serious danger! Now you didn't touch any of them, did you? Just look at all those colors! You think that's natural? They're infected with 'pastelis coloritis'."

"Stop adding 'itis' at the end of words and claiming it's a disease!" Cherry complained. "That is _not_ what that suffix means, it means inflammation, it does not mean disease!"

"See? It's spreading to her!" The cat pointed toward Cherry.

Cherry was about to say something else before she saw what he was doing.

"Don't worry, don't worry, as long as you're not covered in purple splotches, you'll be fine," The cat told the others while covering Cherry's mouth with his tail before moving it behind a purple puddle and splatted it onto one of the others. "Uh-oh~"

"What do I do?!" The fish creature gasped.

"Enjoy your last moments and don't touch anyone," The cat smirked. "Because parts will fall off."

This caused the crowd to panic and run for their lives.

"Well, all right." The cat purred with a smirk.

"You... Are... Awesome!" Rainbow Dash beamed.

"And quite charming." Rarity giggled which made Spike angry.

"Thank you so much for saving us from being bought." Mo said.

"Who are you anyway?" Cherry asked.

"Capper's the name," The cat smirked. "Charming's my game. So... To the Hippos, then?"

"Actually-" Emily was about to say.

"Yes, please." Patch said.

Pinkie giggled and hopped after the bipedal cat.

"I don't know if we should trust him." Twilight whispered as she stopped her with a wing.

"Well, we could use a friend from this place to help us out." Mo said.

You know what?" Capper smirked as he came between them all. "Little Tomboy Hair is right. And, if I do say so myself..."

"What's that music?" Cherry looked around as she had lost focus.

"I think our new friend's about to sing!" Pinkie smiled.

"Oh, boy..." Cherry muttered.

"This town is not a nice place, For little fillies all alone, There are lots of twists and corners, That could lead to the unknown~" Capper began to sing.

"Here he goes." Cherry groaned.

"Let me guide your way, And I'll be sure to help you through, You could really use a friend out here~" Capper continued to sing and even dance which reminded Cherry and Atticus that of Danny and Sawyer. "And luckily for you... I'm the friend that you need, When you're lost and don't know what to do, I'm your pal, your amigo, Useful and resourceful, too, And my help, you'll concede, Is a plus guaranteed, You can call and I'll come running, Just follow my lead, 'Cuz I'm the friend you need!~"

"He's a friend!~" A creature sang.

"Quite a friend!~" A second creature sang.

"He's indeed!~" Both creatures sang before spitting.

Cherry winced since she was spit on then.

"You need a bud to spot the danger, A pal to stop the creep, A chum and not a stranger to assist~" Capper continued. "You need a bro who is cunning, That can help you take the leap, A friend who knows what's lying in the mist~"

Fluttershy soon looked scared as she was in a dark place. Beady red eyes stared at her until a bat screeched out.

"Don't fear these darkened alleys, They're scary, yes, I know~," Capper sang as he protected Fluttershy from the bat swarm with an umbrella. "Why, you could use a friend, To protect you wherever you go~"

Rarity was shown next as she almost looked attracted to the feline.

"And such a dazzling beauty, Covered in dirt and muck, But now your fate is changing, Now you are in luck~" Capper smiled to her.

A red carpet was soon rolled out for the group.

"'Cuz I'm the friend that you need, When you're lost and don't know what to do, I'm your pal, your amigo~," Capper sang as most of the others followed him down the red carpet. "Lookin' out for friends like you, And my help, you'll concede, Is a plus guaranteed, Just call and I'll come running, We'll say it's agreed...~"

The others then came into the place that the cat led them into at the end of the red carpet.

After all of them entered in, Capper stayed behind to speak with someone. "Here, tell Verko, 'My place, twenty minutes'," Capper whispered. "I've got something that will magically erase all my debt."

* * *

The others were excited to know Capper so far as they considered him to be a friend now.

"You remind us a lot of Danny and Sawyer." Cherry told Capper, referring to herself and Atticus.

"Uh, I don't know a Danny, but I had a sister named Sawyer, and I've got a kid up in my place." Capper replied.

"Hmm..." Cherry hummed in thought.

"Welcome, my little ponies, to my little manor." Capper told the others.

"Um, nice place." Mo said before seeing a kitten looking as if he was poor.

The kitten looked around before looking up to her.

"Who're you?" Mo tilted her head with a whimsical smile toward the kitten.

"I'm Tabby," The male kitten said before looking to Capper. "Why are they here?"

"Oh, Tabby, these are our guests," Capper told the kitten. "They need our help."

"A sort of a roco-hobo-Bohemian hodgepodge." Rarity commented about the state of the residence.

"Apologies for the state of our litter box," Capper told his company. "I wasn't expecting guests."

"We haven't had much company for a while." Tabby said.

"Ooh!" Pinkie smiled as she looked up to the ceiling fan with decorations. "So many fun breakables!"

"Uh, yeah, sorry we don't have much money to put those where they can't break." Tabby said.

"Wow, check out these books." Wendy smiled at one shelf with Twilight.

Twilight looked with her and was amazed by the books.

* * *

Meanwhile, back at the marketplace, the storm creatures showed up and began to look all around.

"Keep searching high and low!" Thunder Cloud told the storm creatures. "They're here!"

"You really think the ponieth got thith far?" Grubber asked as he ate a candy apple.

Tempest Shadow and Thunder Cloud saw one of Pinkie Pie's strands of hairs attached to a piece of wood.

"Oh, they're here," Tempest Shadow told the hedgehog before snapping. "Attention! Two little ponies passed this way, one purple and one blue. "Tell me where they are-"

"Or thumpin' real bad'th gonna happen." Grubber threatened.

"Thank you for interrupting the commander." Thunder Cloud glared at Grubber.

A fish creature soon came by which startled the hedgehog. "You think we're gonna fall for this again?" He then glared at the unicorn and pegasus. "I don't know what kinda scam you're workin' with Capper and the rest of your friends, but-"

"Friends?" Tempest Shadow and Thunder Cloud asked out of confusion.

"Poison or no poison, you're gonna pay!" The fish creature glared.

Tempest Shadow then bucked the fish creature away. "Thunder Cloud, after him!" she then commanded.

Thunder Cloud nodded before attacking the fish creature.

"Ohhhh, fish-man juth got dropped!" Grubber smirked.

"Now, where can we find this Capper?" Thunder Cloud asked the fish creature.

The fish creature looked scared to death.

* * *

"Stop playin' me!" Capper chuckled as he got to know his guests a little bit better. "A Sonic Rainboom? That's not a real thing! Is that a real thing?"

"Want me to show ya?" Rainbow Dash asked, getting ready to fly.

"No, no." Tabby panicked.

"Yeah, please, no 'Sonic Rainboomin' up in my place, thank you very much." Capper told the rainbow-maned pegasus.

Rarity soon used her magic as she spotted a fashion emergency from their new friend. "Here you go," The unicorn fashionista smiled to the cat. "I do apologize. If we were back home, I could've done something truly fabulous."

"Um, thank you, but what's the catch?" Tabby asked.

"Nothing," Rarity replied. "After all that you've done for us, consider it a thank you."

"Oh, uh, don't thank me," Capper replied. "Really."

"Princess Twilight, there's a map in this book!" Wendy told the lavender alicorn.

"And looks like we've been looking for the wrong queen." Twilight said.

"That's what I've been trying to tell you!" Emily told Twilight. "You don't need the Queen of the Hippos, you need the Queen of the _Hippogriffs_!"

"Ohh, well, they're-" Tabby started only to be interrupted.

"Oh! Oh, the Hippogriffs!" Capper covered his mouth with an innocent smile. "Now, the trouble with that is... No one knows... Where they are..."

"Says here they're on the top of Mount Aris!" Wendy said as she checked out the map with Twilight.

"You mean the mountain right outside the window?" Pinkie smiled.

"How did we not notice that?" Atticus asked out of confusion as they saw Mount Aris out the window.

"Objects in windows may be less mountainous than they appear." Capper chuckled nervously.

"Let's go, everypony," Emily told the others. "I'll help you because if anyone knows about the Hippogriffs, it's me."

"How do you know, Mom?" Atticus asked.

"I've been there before." Emily said.

"You have?" Atticus asked.

"Yes," Emily smiled. "Hippogriffs are more or less connected with the mermaids of this world, and I'm good friends with Queen Novo."

"Cool." Atticus smiled.

"Come, come, I'll tell you more on the way." Emily nodded.

"Lead the way." Atticus said.

"Take care." Tabby smiled.

"WAIT!" Capper stopped them. "You can't—you can't make it by y'allselves. You need an airship! And lucky for you, I can get you a ride."

"I think I can get them there on their own." Emily deadpanned.

"Yeah, so if you don't mind, we'll be walking right out through this-" Cherry added as she was about to open the door with her wing.

"Here's Verko!" A mole smirked.

"Oh, no!" Tabby yelped as he rushed and closed the door.

"These ponies better shoot rainbow lasers out their eyes if they're gonna settle your debt!" Verko called out. "Brought the big cage. Let's load 'em up!"

"You were going to _sell_ them?!" Tabby glared at Capper.

"I knew it!" Twilight snapped.

"Come on, guys, we're out of here!" Atticus added.

"You can get out through the window." Tabby said.

They then heard sinister chuckles.

"Silly little ponies." Tempest Shadow smirked.

"Going somewhere?" Thunder Cloud also smirked.

"Tempest!/Thunder!" Twilight and Atticus yelped.

Fluttershy soon tried hiding with a lampshade.

"Trusting strangers?" Tempest Shadow continued to chuckle. "Big mistake. Big-"

"Huge!" Grubber added.

" **SILENCE!** " Thunder Cloud roared at him.

"Yeth, thir." Grubber gulped.

* * *

Thunder Cloud nodded before coming toward the Mane Six with Tempest Shadow until they were face-to-face with Verko.

"Hoo-hoo! My goodness!" The mole gushed. "Well, look at you! With your scary broken horn and scowly eyes. What tricks do you know, my little pony-wonies?"

Thunder Cloud soon stepped out of the way so Tempest Shadow could handle Verko.

"Mi'lady." He then bowed to the unicorn.

"Thank you, Thunder Cloud." Tempest Shadow approved before zapping at the mole out of irritability and anger.

"Not bad..." Verko muttered weakly before fainting.

Thunder Cloud and Tempest Shadow soon saw the group escaping.

"Go!" Twilight and Atticus told the others. "GO!"

"Get them NOW!" Tempest Shadow demanded about Twilight and Atticus.

One of the storm creatures soon went to try and get Twilight and Atticus.

* * *

Everyone soon rushed out to the windmill.

The windmill was soon spinning which hit the storm creature with each blade as everyone was sent spinning with the blades.

"I'm... gonna... be... sick!" Cherry gulped as they bounced off into town.

"I... think... I'll... be... sick... too!" Mo groaned out.

"Yer... Not... Alone!" Applejack added.

"When... Is... This... Going... To... Stop?!" Wendy yelped.

Soon enough, the windmill stopped and crashed against a building, but they all had to keep moving since Tempest Shadow and Thunder Cloud were after them.

"We have to get there!" Twilight told the others. "To the docks! Hurry!"

"No need to tell us twice." Mo said.

They all then rushed to the docks as quickly as they all could.

Cherry kept running until a hole broke open and she got stuck through it, falling on the floor and twisting her hoof. "OW!"

Atticus kept running until he then saw that and looked back as Cherry was in pain.

"Go on without me..." Cherry wearily muttered as her hoof was throbbing right now.

"No way, we're not leaving you behind." Atticus said as his horn glowed.

Cherry soon floated and was perched onto his back.

"Hang on tight." Atticus told her before continuing to run off.

"No need to tell me twice." Cherry said as she held onto her best friend's neck.

Atticus smiled to her and then kept running with her. Rainbow Dash bit onto a rope as a boat was about to fly off into the sky, and brought it back toward her friends.

"Alright, everypony walk across the rope if you don't have wings." Emily said.

"Then you can fly." Mo added.

They all then went across the rope, trying not to look down.

"Yay!" Pinkie Pie cheered and hopped on the rope which made it fall down with Spike.

"Pinkie Pie!" Wendy panicked.

Pinkie yelped and soon flailed as she was about to be crushed by the rocks below, but soon, Twilight dove down to save her life, and they boarded onto the air ship.

"Best! Escape Plan! Ever!" Pinkie cheered.

" **WHAT?!** " Twilight gawked at her.

Applejack soon roped both of them to where she and the others were.

"Shh!" Spike shushed them.

They all crouched together as they had to be quiet for right now.

"Did you hear something?" A voice asked only to get squawks as a reply. "Eh, probably just the rats. If we find 'em, we'll eat 'em."

"Eat them?" Wendy gulped.

"Rats?!" Rarity added.

Atticus soon quickly used his magic to heal Cherry's hoof as they all stayed as quiet as possible.

* * *

 ** _Meanwhile, back with Tempest Shadow and Thunder Cloud..._**

"Now... Where are they going?" Tempest Shadow demanded as Thunder Cloud held Tabby hostage to make Capper talk.

"Okay, no need for violence," Capper replied before hesitating as he remembered that the others had helped him and had become his friend even though he was a bit of a conman. "Uh, they're headed..."

"They're headed to Black Skull Island!" Tabby told them.

"Uh, yeah, what he said!" Capper smiled nervously. "So, uh, glad I could be of service to His Majesty, the Storm King. I'll just be on my way, and if you could drop my little friend, that'd be great."

"Not just yet." Thunder Cloud said before two storm creatures blocked Capper's path so neither Capper or Tabby could escape.

"When we get our prince and princess," Shadow Tempest told the cats. "Until then, your fate is still... Up in the air."

"Oh, you're gonna go in the thkiff!" Grubber snickered. "Which ith a boat! Thpethifically, a air-boat!"

"Just be quiet." Thunder Cloud glared at Grubber before giving Tabby back to Capper.

"We make a great team," Grubber smiled innocently. "I love it how you thaid hith fate wuth 'up in the air', and then I thaid, 'You're gonna be in the air on an air-boat'!"

Thunder Cloud then slapped Grubber with his wings, sending Grubber flying in pain. _'How this hedgehog got in the Storm King's; army I'll never understand.'_ The evil pegasus stallion thought to himself.


	5. Chapter 5

Later, the other ship was in the sky as it was rather dark and stormy in the air. Atticus covered Casper and Wendy's mouths as they were leaning against boxes.

"What do we do?" Mo whispered.

"Whadaya think, guys?" Applejack asked Atticus and Twilight. "Should we just... Ask 'em to take us?"

"Last time we trusted somepony, he tried to sell us!" Twilight reminded as she looked at the map.

"We'll just have to stay low." Atticus whispered.

Unfortunately, that plan was ruined as the group was exposed.

"Hey, guys!" One pirate smirked. "Come check this out!"

"Looks like a pack of stowaways!" Another one smirked.

"What are we s'posed to do with 'em?" A female wondered.

 _'This is bad.'_ Mo thought to herself.

The other group soon pondered and wondered what to do with their stowaways.

"W-W-W-Wait," One member spoke up. "What say the book, Captain Celaeno?"

The captain soon trudged over with a book in her arms before she told the others what to do. "Storm King's rule book says 'Throw them overboard'."

Suddenly a plank was pulled out, but before anything else could happen, a whistle was blown.

"All right, that's lunch, everybody!" Captain Celaeno announced.

"Wait, what?!" Casper panicked.

* * *

They were soon made to sit down and eat rather disgusting gruel.

"This stuff looks like what I had to eat in the military." Atticus said.

"Okay, I'm do confused." Cherry spoke up.

"Yeah, me too," Rainbow Dash added. "So, you were about to throw us overboard and you stopped for a lunch break?"

"Storm King only allows one break a day for meals, then it's back to hauling goods." One member explained.

"So then, you're delivery birds?" Emily asked.

"I thought storks did that." Cherry deadpanned with a smirk.

"These uniforms aren't exactly doing us any favors." Captain Celaeno told the others.

"So, um, could you maybe deliver us to Mount Aris?" Atticus asked.

"Sorry," Captain Celaeno replied apologetically. "We do what the Storm King orders or we suffer his wrath."

"Guess that means we're still going overboard." Wendy sighed.

"Eh, it's nothing personal," The chef replied with a sigh before offering dessert. "Pudding?"

"Ooh, there's pudding?" Rarity smiled until she saw that it was just another bowl of gruel. "Oh..."

"You weren't always delivery birds, were you?" Casper asked the group. "What about before the Storm King?"

"Yeah, we used to be more adventurous." Captain Celaeno sighed.

"You did?" Casper asked.

Captain Celaeno then stood up and removed a Storm King poster to show a black flag with a skull and cross bones on it like pirates had.

"Ooh!" Pinkie pointed to the skull with glee. "I met that guy in the desert!"

"That's a pirate flag." Mo smiled.

"Um, we prefer the term 'swashbuckling treasure hunters'." A member told her.

"Same thing." Mo smirked innocently.

Another member squawked unintelligibly.

"So, you just stopped being pirates?" Patch asked.

The members muttered slightly about that.

"You birds have a choice to make," Rainbow Dash told the crew. "You could let some cloven-hoofed Storm King tell you how to live your lives, or, you could be awesome again!"

"No, not another song!" Cherry begged.

"Things don't work out quite the way that you thought, Feeling like all your best days are done, Your fears and doubts are all you've got~," Rainbow Dash sang. "But there's a light shining deep inside, Beneath those fears and doubts, so just squash 'em, And let t shine for all the world to see, That it is time, yeah, time to be awesome~"

"Awesome~" The others sang.

"You've no idea how hard it's been~," Captain Celaeno sang. "This dull routine we've been forced to do~"

"Don't let them rob you of who you are, Being awesome is all up to you~" Atticus sang as he gave Captain Celaeno back her captain pirate hat.

"I feel the light stirring deep inside~," Captain Celaeno smiled to him and the other ponies. "It's like a tale still yet to be told~"

"And now it's time to break the shackles free and live the way before~" Rainbow Dash and Captain Celaeno sang before they all got things out of a chest.

"It's time to be awesome!" Emily joined in as she lapped her hooves. "Oh, I love it when Atticus sings... He's like a male version of my sister..."

Cherry looked around before panicking as one member swooped in and held her in his arm while he swung on a rope. "We used to soar through the clouds in the skies~" He sang to her as she struggled to get loose.

Cherry soon covered her eyes so she wouldn't see.

"Elaborate schemes we would love to devise~" The cook sang as she drew on the map with the others while Twilight tried to focus.

"We rescued our treasure and stored it away~" Another member sang as he slid a treasure chest to Rarity and the captain.

"Saving those gemstones for a rainy day~" Captain Celaeno sang as she showed a huge diamond which made Rarity's eyes sparkle.

"We see the light filling up our skies~" Everyone, but Twilight, sang as they went to the front of the ship.

"So take the Storm King's orders and toss 'em!~" Casper and Wendy sang together.

"'Cuz it's time to let our colors fly~" The group sang as the rule book was thrown overboard.

"Hey, scallywags, it's time to be awesome!" Captain Celaeno smiled to her group as the song drew to a close.

Spike and Casper began to do a drum solo on the boxes.

Captain Celaeno soon took the helm with a determined and excited smile. "Come on! Let's show these little ponies how it's done!"

Everyone then oohed and awed as rainbow colored wings appeared from the flying boat.

"Ooh." Wendy smiled.

"Ahh..." Casper smiled with her.

"Awesome!" Rainbow Dash beamed. "I knew you had it in ya! And now for the finishing touch!"

* * *

"Rainboom! Rainboom! Rainboom!" Pinkie chanted to the blue pegasus.

"No, no, no, no, no." Atticus and Twilight panicked as they knew that Tempest Shadow and Thunder Cloud and their army would most likely notice it.

Rainbow Dash soon went through the air to create a Sonic Rainboom, much to their misfortune.

"Oooh!" Twilight moaned as she buried her face against Atticus's shoulder as she needed his comfort right now.

"Oh, Twily, I'm so sorry." Atticus soothed her, and where to their dismay, a certain hedgehog noticed the Sonic Rainboom.

Cherry gritted her teeth as she soon raised a hoof right up behind Pinkie Pie to attack her for spilling the beans like that by asking Rainbow Dash to summon a Sonic Rainboom.

"Tell me, Atticus, ya like to sword-fight?" Captain Celaeno asked the male alicorn.

"No!" Emily gasped as she worried about her son's safety.

"You know it." Atticus smirked as he brought out the Sword of Harmony.

While they were sword-fighting, Tempest Shadow, Thunder Cloud, and Grubber noticed the Rainboom.

"Oh, Atticus, do be careful." Emily told her son.

"Ah, don't worry, Mom, this'll be fun!" Atticus smiled before smirking to the captain. "En garde!"

The two of them soon began to go into a sword-fight. Atticus laughed as this became fun for him. Unfortunately, the fun would not last. A bell then rang followed by some squawking.

* * *

"Storm Guards!" Captain Celaeno looked in the distance to see an invading air ship. "Looks like they found you!"

"I wonder how." Atticus glared at Rainbow Dash.

"Ya think they saw my Sonic Rainboom?" Rainbow Dash smiled nervously.

"Tempest and Thunder!" Twilight panicked.

"Quick, we have to hide." Emily said.

"Secure the rigging!" Captain Celaero commanded her crew. "Lock down the cargo! Everyone, prepare to be boarded!"

"Oh, my goodness!" Fluttershy gasped as she was deeply overwhelmed right now.

The group soon went under the air ship. A hook soon stabbed the air ship which tilted everyone to one side. Tempest Shadow, Thunder Cloud, and Grubber all jumped onto the air ship together to find Twilight and Atticus. Grubber began to eat a cake.

* * *

"Where is the Pony Princess?" Tempest Shadow demanded.

"And the Alicorn Prince?" Thunder Cloud added, referring to Atticus.

"Prince and Princess?" Captain Celaeno replied, acting like she didn't know what they were talking about before checking her clipboard. "Nope. All we're hauling is Storm King merchandise."

One of the members showed a Storm King bobble head.

"You do realize that if you were to shelter fugitives, the Storm King would be quite... Explosive." Tempest Shadow smirked to the pirate crew.

"We have to get off this ship before they tell Tempest and Thunder we're here!" Twilight whispered loudly out of fear.

"Twilight, I doubt they'll rat us out." Atticus whispered back.

"We helped them get their mojo back!" Rainbow Dash added as she also whispered. "They're not gonna give us up!"

"Don't be scared, children," Emily whispered as she held Casper and Wendy since they were the youngest ones here. "I'm sure we're safe with Captain Celaeno and her crew until we meet Queen Novo." She soon saw Twilight looking around and started to use her magic on a few things.

"I've got this." The lavender alicorn grinned.

"Twilight?" Emily asked.

"Now, I'm gonna count to three, and if you don't tell me where they are, your ship is going down," Tempest Shadow glared as Thunder Cloud got ready. "One..."

Twilight used her magic to grab a rope and a flag with the Storm King's face on it. "Hold this!"

"What are you doing?" Mo asked as she comforted Fluttershy.

"Almost set..." Twilight replied. "Ready, Atticus?"

"I think so." Atticus blinked.

"Here we go!" Twilight replied as she then had everything ready, and...

"Two..." Thunder Cloud glared.

There were then faint yells heard below the deck.

"What?" Tempest Shadow scowled.

Captain Celaeno simply sighed as the group escaped.

* * *

"Oh, sweet Celestia!" Emily screamed.

Cherry tried to flap her wings, but of course couldn't. Pinkie Pie screamed out of terror at first, but soon seemed to smile like she was in an amusement park.

Mo's bandanna soon untied itself and flew off her head. " **MY BANDANNA!** "

Atticus soon used his magic and caught Mo's bandana and placed it back on her. Mo whimpered until she smiled a little once her bandanna was secure on her head again as it meant so much to her. Rarity screamed at first until she noticed a mirror and straightened out her mane before they continued to fall. Twilight soon used her own magic to help them all out so they would have a smoother outcome, and where after a few seconds, they all were soon now in a hot air balloon made by the lavender alicorn.

"My Little Pony, My Little Pony, Aaaaahhh~..." Cherry smirked at the inside joke.

"Very funny." Atticus smirked back.

Spike's fire seemed to be the flame for the hot air for the hot air balloon. Everyone soon breathed easily as they hovered over the forest while getting away from Tempest Shadow and Thunder Cloud.

* * *

 ** _Meanwhile, back with Tempest Shadow and Thunder Cloud..._**

The storm creatures kept looking all around for the ponies only to have no such luck.

"There'th no ponieth, but I found thith," Grubber approached Tempest Shadow and Thunder Cloud. "It'th a... Kind of a cupcake... With thprinkleth..."

"How droll..." Thunder Cloud rolled his eyes. "Anything else?"

"Oh, yeah, and I found thith, too." Grubber replied as he brought out the map that had been drawn on.

"This seems more important than the cupcake." Thunder Cloud said as he took the map which showed where the ponies were going.

"Wow, this is a real artitht!" Grubber was awed as he ate his cupcake.

"Looks like they're heading to Mount Aris, mi'lady." Thunder Cloud loyally told Tempest Shadow.

This caused Capper and Tabby to get nervous. They both stammered nervously about Mount Aris, trying to look innocent.

"They have betrayed us." Thunder Cloud told Tempest Shadow.

"And you know what the punishment is for their betrayal." Tempest Shadow said.

"May I?" Thunder Cloud asked.

"Proceed." Tempest Shadow allowed.

Thunder Cloud nodded before destroying everything on the air ship.

"Excellent." Tempest Shadow smirked at Thunder Cloud's contributions.


	6. Chapter 6

**_Meanwhile the group was now walking up many, many, many stairs..._**

Cherry panted as she was starting to slow down and look quite tired. "Are we there yet?!" She complained.

"Come on, Cherry, just a few more steps!" Atticus coached.

"Great." Cherry groaned.

"Come on, Cherry, exercise is good for ya!" Patch smiled.

Cherry panted and gasped as she couldn't go anymore.

"Mom, who is Queen Novo anyway and how do you know her?" Atticus asked Emily. "Is she an Equestrian friend of yours like Twilight Velvet and Night Light?"

"Yes, she is." Emily nodded with a smile until they heard the dramatic unicorn being dramatic.

"Rarity..." Mo sighed to the overly dramatic unicorn of the group. "What is it, Rarity?"

"We had to crash the balloon at the bottom of the mountain!" Rarity moaned unhappily. "That's it! I simply... cannot... even! I have nothing! The bad guys have won! I'm so sorryyyyyyyy-y-y-y!"

"Oh, brother." Mo rolled her eyes.

"We're almost there!" Atticus called out.

"You and Rainbow Dash have been saying that FOR HOURS!" Cherry snapped.

"Cherry is correct, you two have been saying that FOR HOURS!" Rarity added.

"No, really!" Rainbow Dash informed. "We're actually here!"

"No joke?" Cherry asked.

"No joke!" Atticus promised.

"This is it!" Twilight gasped as they were finally at the top.

"Finally." Patch smiled.

"Well, Ah'll be," Applejack laughed. "Hippogriffs, here we come!"

"Time to rest my hooves!" Rarity sighed in excitement.

They soon entered the city in Mount Aris. It seemed rather foggy and deserted, almost like a graveyard which gave off a disturbing vibe for some.

"It looks like my aunties' old cottage backyard." Wendy commented.

"Hello?!" Mo called out.

"Mom, it doesn't look like there's anyone here." Casper said to Emily.

"Quite right, are you sure this is the right place?" Rarity added.

"Yes, I'm sure." Emily said as she kept on walking.

"No Hippogriffies here!" Pinkie said as she popped up in random places after checking a dusty teapot. "Or here! Or here! Or here or here or here! Waaaaaiiit! Nope! This place is emp-ty!"

"You'll find out where they are; just keeping following me." Emily said.

"Is that why on road trips you tell Dad where to drive?" Atticus asked.

"Yes, yes, it is." Emily nodded before she heard a voice she hadn't heard in a long time.

The others felt very scared and nervous until Emily followed the voice.

"Could it be Queen Novo after all these years?" Emily smiled as she made her way through the tight spaces.

They soon made it into what looked like a temple with pools of water and a flower in the center of one pool.

"What was that?!" The voice gasped as she heard a tiny splash before diving into the water.

"Hey, wait up!" Pinkie Pie called out before jumping up in the air and going into the pool next like it was a swimming pool. "Cannonball!"

"Pinkie, wait for us!" Mo told her.

* * *

They all soon came into the currently shallow water. Pinkie came up to the surface and spit water in Cherry's face. Cherry cringed and glared as she was now dripping wet from her face and mane.

"She's gone!" Pinkie shrugged.

"What? But that's impossible." Emily said.

The water soon swirled and began to flush like a toilet.

"Oh, boy," Rarity complained. "I hate epic adventures."

"You and me both, Sister." Cherry agreed.

They all yelped as they were swirling further and further until they were gulped down, and soon enough, they were underwater. This looked like the end for most of them and Twilight even looked like she was drowning.

* * *

Atticus, Mo, Cherry, Patch, and Emily were the only ones that turned into sea ponies. The others who weren't sea ponies however, were given air helmets.

"Way to leave it to the last minute, Twilight!" Pinkie gasped.

"I didn't make these bubbles!" Twilight replied.

"Then who did?" Fluttershy asked. "And where are Atticus, Mo, Cherry, Patch, and Atticus's mother?"

"Mom?! Atticus?! Cherry?! Patch?! Where are you?!" Casper called out.

"Hello?!" Wendy added.

Someone zipped by in the water then which made them all gasp in fear.

"Hello?" Twilight called out. "We're looking for the Hippogriffs."

"Can you tell us where they are?" Casper asked.

"How do I know I can trust you?" A glowing light asked.

"Please," Twilight pleaded. "The Storm King invaded our land, and we need their help."

"The Storm King?!" The glowing light beamed before showing a young sea pony who looked quite excited. "I'm so glad I saved you guys! I'm totally taking you to my mom!"

"Wait for us." Emily's voice said.

"Mom?!" Casper called out to his adoptive mother.

"Does your mother know where they are?" Twilight asked the sea pony.

"She might have an idea!~" The sea pony giggled.

Emily, Atticus, Mo, Cherry, and Patch soon swam to the group.

"Oh, Atticus, Cherry, Mo, you're all all right!" Twilight smiled in relief before she did a double take. "Uh... You seem different."

"We're sea ponies." Mo smiled.

"Sea ponies?" Casper asked.

"Skystar, please, take us to your mother," Emily told the young sea pony. "Tell her Emily is here."

"You got it!" Princess Skystar beamed.

"Thank you so much." Emily smiled.

"I thought we were looking for Queen Novo?" Atticus asked his mother.

"We are, but this is her daughter," Emily explained. "Princess Skystar."

"Oh... Hi!" Atticus said before smiling and waving to the young sea pony.

"Hi!" Princess Skystar beamed before continuing to show them the way to her mother.

Atticus laughed as he liked Skystar so far.

"Where are we?" Wendy asked.

"Welcome to Seaquestria." Emily introduced.

"Oh, and you've got to meet my brother." Princess Skystar smiled.

"Mom, you know about this place and the queen and princess?" Atticus asked. "I mean, I know you and Aunt Athena are from Mermaid Lagoon in Never Land before you came to Atlantica, but..."

"Seaquestria is far past Equestria." Emily said.

"So, did you and Patrick visit here when you'd hang out with Twilight and Applejack's parents?" Cherry asked Emily.

"Yep." Emily nodded to her son's best friend.

"We're almost there." Princess Skystar giggled.

* * *

They soon arrived in the throne room. The others were amazed at the majestic and beautiful sights.

"Mom! Starbrave!" Princess Skystar smiled.

"Sister?" A male sea pony asked.

"Look what I found~" Princess Skystar smiled in excitement.

"Is it another shell?" The Queen asked as age lay on her throne.

"Please tell us that it's not another shell." The male sea pony groaned.

"Mm-mm," Princess Skystar shook her head until she then remembered what Emily told her to say to her mother. "Oh! Mother, someone named Emily is here."

"Emily?" Queen Novo smiled.

Emily soon swam forward and waved. "Hello, Novo."

"Emily." Queen Novo smiled before giving her a hug.

"Novo." Emily smiled back as she hugged the queen sea pony.

"Are those surface-dwellers?" Queen Novo asked.

"It's okay, Novo, they're with me." Emily reassured.

"Well, then if they're with you, then they're alright with me." Queen Novo smiled.

"Thank you, Novo," Emily smiled back. "You have to help these others, the Storm King has invaded Equestria. Now, please, tell them all about the Hippogriffs."

"Do you know what happened to them?" Twilight asked Queen Novo.

"Well, of course I know," Queen Novo replied boastfully. "I'm the queen. I know everything."

"She's right." Emily said.

"Oh, it's such a good story!" Princess Skystar beamed.

"Don't you dare tell them!" Queen Novo scolded.

"Once upon a time, like a while ago, the Hippogriffs did live on Mount Aris." Princess Skystar began.

"And there she goes." Prince Starbrave sighed.

"Did I not say don't tell them?" Queen Novo sighed to her daughter. "But hey, I'm just the queen, don't mind me."

"Fine, I can't tell you." Princess Skystar rolled her eyes.

"Good." Prince Starbrave smirked.

"I have a feeling she's going to tell us anyway." Atticus said.

"But if I could tell you, I'd say that that horned beast did show up to steal their magic!" Princess Skystar continued.

"Seriously?" Queen Novo groaned.

"Why wasn't I an only colt?" Prince Starbrave added.

"It'd be pretty boring if you were." Mo said.

"But to keep it out of his clutches, their brave and majestic leader Queen Novo, hid them deep underwater where he could never go!" Princess Skystar continued. "We are... Well, we were the Hippogriffs! Ta-da!" She then whispered with a laugh. "But I totally did not tell you that!"

"So, you just fled?" Wendy frowned.

"We didn't flee, we swam!" Princess Skystar replied.

"Basically the same thing, Sky." Prince Starbrave told his sister.

"But how did you become sea ponies?" Casper asked.

"Novo, please, they must know," Emily told her old friend. "Please, for old time's sake."

"Please, Mom?" Princess Skystar smiled.

"Hmm..." Queen Novo hummed in thought before looking to her son to see what he thought about this.

"Well, we might as well see if the pearl still works." Prince Starbrave said.

"Very well..." Queen Novo sighed out of defeat.

Princess Skystar giggled out of excitement. The three royal sea ponies soon swam up to a jellyfish who was holding onto a pink pearl.

"What's going on?" Casper asked.

"Come on, Casper," Atticus smiled to his adoptive little brother. "You're gonna be a sea pony too!"

"Ooh." Casper smiled back.

Soon enough, a glowing and bright aura came and those who weren't sea ponies were soon transformed into them.

"Amazing." Wendy smiled.

The air bubbles soon came off of them and they could now breathe underwater.

* * *

"Now we're _all_ sea ponies!" Atticus smiled to the others.

"Well, almost all of us." Casper said as he saw what Spike was turned into.

"Guys? Guys! What is-" Spike was about to ask until he puffed up. "Happening?!"

"You became a puffer fish." Wendy said.

"Aw~" Fluttershy cooed. "So cute!"

"This is amazing!" Twilight smiled as she swam about happily. "With this, we could transform everypony at home into something powerful enough to face the Storm King's army!"

"Or it could end up in his greedy claws!" Queen Novo disagreed.

"So, does that mean you won't help us?" Mo frowned.

"Honey, I'm sorry about your home, I truly am," Queen Novo frowned back apologetically. "But my responsibility is to protect my subjects. The pearl is not going anywhere."

"We understand." Emily frowned back.

A sea creature soon came over to Queen Novo, informing her about something.

"But we've come all this way," Twilight frowned to the queen sea pony. "And you can't just hide down here! Trapped forever! There's so much you're missing!"

"We are 100% okay with that!" Queen Novo replied.

"Jamal?" Prince Skystar asked the sea creature who came. "Oh, you must be here to remind Mom about her appointment."

The sea creature nodded.

"Of course, by all means." Prince Skystar allowed.

Jamal then chittered and spoke with Queen Novo.

"Yes, Jamal?" Queen Novo replied. "Ooh! Time for my seaweed wrap. Later, girls!"

Jamal began to ask Queen Novo about which seaweed wrap she was going with today.

"Yes, a massage, too," Queen Novo nodded. "Mama needs her deep tissue," she then looked toward Emily. "Emily, darling, would you like to join me?"

"Go on, Mom," Casper suggested. "You could use a good massage."

"Aw, well, I don't know..." Emily replied.

"You seem stressed..." Queen Novo said. "Raising children can be so hard."

"Yes, it can..." Emily agreed before going with her. "Well... Okay, it's been ages since I last had one."

"Jamal, better make it two massages." Queen Novo said.

Jamal nodded and went away with the two to carry out their seaweed massages.

"So that's it?" Applejack sulked. "We left home for nuthin'?"

"That's the perfect idea!" Princess Skystar beamed.

"Sis, what are you thinking?" Prince Starbrave asked his sister.

"Oh, my gosh! Best... Idea! Our new friends can stay with us! Forever!" Princess Skystar giggled to her brother before looking to the others. "There are so many things we can do! We can make friendship bracelets out of shells and... Picture frames outta shells and... Decorative wastebaskets out of shells... Oh, I have so many projects that involve shells, haha! Now I have someone new to share them with! I mean, aside from my friends, Shelly and Sheldon. Right... 'Shelly'?"

"I'm sorry, but we can't stay here." Mo said apologetically.

"I'm afraid shes' right, darling." Rarity agreed.

"Yes, we must go back to our own homes and families." Cherry even added in.

"Now, Sky, don't get upset..." Prince Starbrave tried to settle down his sister, knowing how easily emotional she could get sometimes.

"Oh, uh, no, it's okay, besides, Shelly and Sheldon get jealous anyways." Skystar smiled sadly.

"Right..." Prince Starbrave replied, trying to spare her feelings even if Cherry made cuckoo noises about Princess Skystar.

"I'll just... Um... I'll get Mom to, uh, turn you back so you can go home." Princess Skystar sighed as she swam away.

"I better go with her, she can be very sensitive." Prince Starbrave told the group before swimming to his sister.

"You're a good brother." Atticus approved.

"Guys, we can't leave." Pinkie Pie frowned.

"What do you mean?" Wendy asked.

"I know we have to go, but you guys saw how disappointed Princess Skystar was," Pinkie Pie frowned. "Couldn't we stay for just a little longer?"

"Pinkie, we just don't have time-" Applejack began as she grabbed her hat since it floated above her head.

"No, no, Pinkie Pie's right." Twilight said.

"Say what now?" Rainbow Dash asked.

"I think you gained wings and lost your sense now, Twilight." Cherry added.

"Well, we still need to come up with a plan to get back," Twilght explained. "A few minutes won't make a huge difference, and if it's anypony who can cram a ton of fun in the blink of an eye, it's Pinkie Pie!"

"She's right." Atticus nodded.

Pinkie grinned brightly in excitement.

"So go ahead and show Skystar the best time ever!" Twilight smiled.

"I won't let you down!" Pinkie saluted.

"I'm counting on it." Twilight said before pushing all of them out of the throne room together.

"The pearl is up there..." Atticus said as he looked up with Twilight. "We can't just take it, Queen Novo would get mad at my mother."

"That's why you need to go with them to keep the royal sea family distracted." Twilight said.

"Oh, Twily, I'm not sure about this." Atticus replied nervously.

"This is the only way." Twilight said.

"Well, all right..." Atticus replied. "Anything to make you happy."

"Thank you." Twilight smiled.

Atticus soon joined the others as he felt that a song might actually be the answer.

* * *

"It's probably for the best." Princess Skystar sniffled as she tried not to cry.

Prince Starbrave began to comfort his sister until music started playing.

"Hey, now, don't be sad, I know we cannot stay~," Pinkie Pie sang as the clams before speaking in her normal voice. "But we've got a couple minutes, And a little time to play~"

"We know you have responsibilities, so it's okay, just go~" Princess Skystar sang with a frown.

"But we can still pick one small, little thing, To do with you, y'know!~" Pinkie smiled to the sea pony princess. "One small thing doesn't seem like a lot, One small thing, work with the time you've got, Soon, one small thing becomes two, After two, perhaps another few, Then one small thing is not so small, One small thing can be the biggest thing of all~"

"Alright, so since you're here, let's see what we can do~" Prince Starbrave sang.

"Swim with the flow until you go, Together, me and you~" Princess Skystar added.

"I've made necklaces for every fish, so what else do ya got?" Atticus sang as they swam together with a flow.

"Well, we could play the bubble fish, You'll like this one a lot!~" Princess Skystar replied in song.

"One small thing is good place to start~" Pinkie Pie, Princess Skystar, Prince Starbrave, and Atticus sang as they all now had a bubble fish.

"Just one small thing~" Casper and Wendy chorused.

"One small thing, and we don't seem so far apart~" Pinkie Pie and Princess Skystar sang together.

"Seem so far apart~" Mo and Cherry sang.

"Soon, one small thing leads to more, It's so much more than there was before~," Everyone soon sang together. "Just one small thing, and you will see, The start of something big for you and me~"

Queen Novo, Jamal, and Emily soon came out, hearing the music and all the singing.

"One small thing~" Pinkie Pie sang.

"Just one small thing~" The other sea ponies sang.

"Or a tall thing~" Princess Skystar and Prince Starbrave sang together.

"Just one tall thing~" The other sea ponies sang.

"Or a sing thing~" Fluttershy and Wendy sang as they played patty cake with a young sea pony.

"Just one singing thing~" The other sea ponies sang.

"Or a blingy thing~" Rarity sang as she waved fans with other sea ponies while looking fashionable as always.

"Just a blinging thing~" The other sea ponies sang.

"Or a conga thing~" Applejack and Patch sang as they added Rarity in their conga line.

"Or a longah thing~" Rainbow Dash sang.

"Just one longah thing~" The other sea ponies sang.

"A blue thing, true thing, you thing~" Pinkie Pie sang to the prince and princess.

"A we thing, see thing, me thing~" Princess Skystar and Prince Starbrave sang back.

"So many things and everything until our time is done, There's one small thing for each and everyone!~" Pinkie, Atticus, Princess Skystar, and Prince Starbrave sang together as they spun around with the rainbow-shelled turtles, other sea ponies, and even dolphins.

"One small thing so much we can create~" Prince Starbrave sang as Queen Novo and Emily swam in with small smiles on their faces.

"The four of us, We started something great~" Princess Skystar sang.

"It's so amazing, look around~," Prince Starbrave sang. "At all the happy sights and sounds~"

"One small thing is big, it's true~," Princess Skystar sang. "You did this all for us, We just wish there was one small thing, An extra special kind of thing~"

"That we could do for you, One small thing!~" Prince Starbrave and Princess Skystar then sang together with the sea ponies.

* * *

The song seemed to do the trick as Queen Novo now seemed to be alright with the visitors. Everyone then looked to the queen of all the sea ponies curiously as she suddenly came.

"So, uh, what do you think, Novo?" Emily smiled to her old friend.

"Well, I guess one small thing could help." Queen Novo smiled back.

'I knew that a song could work-Oh, no, I better stop Twilight from stealing the pearl.' Atticus thought to himself.

It was too late, an alarm soon blared.

"What's that?" Cherry asked.

Queen Novo glared before she went to go see who was stealing the pearl which happened to be Twilight, and where what was keeping her from stealing it was a jellyfish.

* * *

"Twilight, stop!" Atticus begged.

Queen Novo snarled and soon swam up quickly to snatch the pearl as she felt like she had been tricked.

"No, please!" Twilight yelped.

"All of this so you could sneak in and take the pearl?!" Queen Novo glared to the former Alicorn Princes of Friendship. She soon firmly grabbed her son and daughter. "This is why we don't bring strangers into our home!" She scolded them before glaring toward Twilight and the others. "You don't deserve to be one of us."

"Novo, please, don't do this!" Emily begged.

"I'm sorry, Emily, but they don't deserve to be one of us after what she tried to steal our pearl." Queen Novo said while pointing to Twilight before using the pearl's magic to turn the others back into what they were before.

Emily frowned and bowed her head as she felt bad that it had to come to this.


	7. Chapter 7

Later on, the group was soon now at a beach. Everyone caught their breaths as they came to shore as they were no longer sea ponies.

"What were you thinkin'?" Applejack scolded Twilight. "Ah mean, stealin' their pearl?!"

"We were just about to win them over." Mo added.

"It was the only way to save Equestria!" Twilight frowned as she wrung the water out of her mane.

"But we did what you said." Patch said.

"The Queen was going to say yes!" Pinkie Pie glared at Twilight. "We did what you told us and that's what made her realize we were ponies worth saving!"

"Now, Pinkie, calm down..." Cherry said nervously.

"NO!" Pinkie Pie replied as she was mad with Twilight before gasping as she actually had a logical thought. "Unless... You didn't really want us to show her the best time ever! You just wanted us to distract her!"

"Twilight, is that true?" Emily asked.

"I never would've done it, but this isn't Equestria!" Twilight replied. "We can't just dance around with con-artists, make Rainbooms in the sky, and expect everything to work out! It's not enough! We are not enough!"

"Okay, maybe we should all just calm down." Mo suggested.

"We need to stick together, Twilight," Cherry said as she felt odd about it, but she agreed with Pinkie Pie. "Queen Novo and her kids could help us, but you blew it!"

"Well, I'm doing the best I can with Atticus!" Twilight glared. "It's all on us! We're the ones Tempest and Thunder want. I'm the last princess and Atticus is a male Alicorn!"

"You're also the only one who doesn't trust her friends!" Pinkie Pie glared back.

"Well, maybe I would've been better off without friends like you!" Twilight argued.

That seemed to go too far as Pinkie Pie looked heartbroken. Fluttershy even whimpered and looked like she was going to cry.

"Twilight, that was meaner than my aunties!" Wendy firmly pouted.

"Yeah, even my uncles wouldn't be so harsh!" Casper added.

Twilight soon realized what she said and quickly regretted it. "Guys, I..."

"I just can't talk to you right now..." Pinkie sniffled as she walked away.

The others, except for Atticus and Spike, left Twilight.

"Cherry?" Atticus asked.

"I'm sorry," Cherry replied softly. "I need to be alone right now."

"I understand." Atticus said.

Cherry nodded back and walked away with the others.

* * *

Atticus and Twilight soon walked to a high place.

"Twilight? It's okay," Spike coaxed. "You'll figure it out."

"He's right." Atticus added.

"No, I can't," Twilight replied through tears. "I ruined everything. There's no chance to save Equestria now. It's all my fault."

A storm creature soon came right behind Spike and Atticus to take them away, but found Spike a much easier target and decided to only go for him.

"Guys?" Twilight turned around only to see Spike was taken while Atticus glared, ready to fight.

Twilight and Atticus both glared only for them to both be captured which made Twilight scream and the two were lifted in a cage.

"Spike!" Twilight cried out.

"Twilight, Atticus, help me!" Spike cried out as he struggled before he soon breathed fire onto the storm creature.

The storm creature grunted out before letting go of Spike from the fire.

" **TWILIGHT! ATTICUS!** " Spike cried out.

* * *

Atticus and Twilight were now in the blimp.

"Atticus, can't you break us out of here?" Twilight asked as she tried to use her horn.

"I'm trying!" Atticus grunted as he tried to bend the bars. "But I can't."

Tempest Shadow and Thunder Cloud soon smirked as they came to see the two alicorns in distress.

"Aww, the 'Princess of Friendship'," Tempest Shadow chuckled darkly. "And no way out."

"Why are you doing this?" Twilight asked. "You two are ponies just like us!"

"Well, more or less." Atticus muttered about himself.

Tempest Shadow leaned against the cage as her horn sparked with aggression, startling them both. "We're nothing like you!"

"We're more than you'll ever be!" Thunder Cloud added with a deep and demonic glower.

'I have a feeling a song explaining why they're like this way is about to happen.' Atticus thought to himself.

"It's time you learned a lesson, It's time that you understand~" Tempest Shadow glowered. "Don't ever count on anybody else, In this or any other land~"

"We once hope for friendship to find a place among our kind~" Thunder Cloud added. "But those were the childish wishes of someone who was blind~"

"Open up your eyes, See the world from where we stand~," Tempest Shadow sang with a haunting chorus in the background. "Us, among the mighty, You, caged at our command~"

"Open up your eyes, Give up your sweet fantasy land~," Thunder Cloud added. "It's time to grow up and get wise, Come now, little ones, open up your eyes~"

Atticus's vision power soon showed Tempest Shadow and Thunder Cloud's past while they sang.

* * *

 _He could see adorable and cute little ponies at play as they seemed to be playing with a ball with their horns before they ended up in a rather dark and creepy looking forest._

"We all start out the same, With simple naive trust~," Tempest Shadow sang gently. "Shielded from the many ways, That life's not fair or just~"

 _The unicorns soon entered the forest and saw that the ball had ended up in a scary cave._

"But then there comes a moment, A simple truth that you must face~," Tempest Shadow sang as her younger self came into the cave and lifted the ball up with her horn's magic before she seemed to find an Ursa Minor in the cave which startled her before it struck its paw down her horn, shattering it. "If you depend on others, You'll never find your place~"

 _We are soon shown the ball being played with Tempest's so-called friends. Filly Tempest tried to play with her friends, but since her horn was no more, they abandoned her and ignored her like she was useless to them, and found a new friend to play with, leaving her all alone, and where that left her to think that friendship was useless and started to walk out of the town._

"And as you take that first step, Upon a path that's all your own~" Tempest sang softly at first before becoming dark again as her younger self got angry for being heartlessly abandoned by her friends. "You see it all so clearly, The best way to survive is all alone~"

 _Atticus was about to see Thunder Cloud's past, but his vision power stopped there for now._

* * *

Twilight looked shocked and sad for Tempest Shadow.

"Open up your eyes, See the world from where we stand, Us, among the mighty, You, caged at my command~," Tempest Shadow and Thunder Cloud sang together in dark and menacing tones of voices. "Open up your eyes, And behold the faded light, It's time to grow up and get wise, Come now, little ones, open up your eyes, Open up your eyes!~"

Twilight and Atticus were soon brought to the top of the blimp.

"Atticus, this is all my fault." Twilight frowned.

Atticus began to comfort Twilight before Tempest Shadow and Thunder Cloud came to the top.

"I'm so sorry you felt so alone." Twilight told Tempest Shadow in heartbreak.

"I saw the truth," Tempest Shadow huffed. "My 'friends' abandoned me when times got tough. Looks like I'm not the only one. Face it, Princess. Friendship has failed you, too."

"Friendship didn't fail me," Twilight frowned. " _I_ failed friendship."

"So, how did you two meet?" Atticus asked Tempest Shadow and Thunder Cloud.

"We might as well tell them," Thunder Cloud told Tempest Shadow. "May I begin?"

"You may." Tempest Shadow allowed.

Thunder Cloud bowed and came in front of Atticus and Twilight. "It was after she ran away from home, another Ursa Minor was about to take her when her horn was already destroyed," he then began. "I was walking along by myself and saw her all alone and decided to help her. I might be a pegasus, but I'm very strong and mighty, so I pounced on the Ursa Minor and beat it up and made it cry back home to its mommy."

"Harsh..." Atticus winced. "How strong are you?"

"Oh, strong enough to have helped The Storm King make the metal of the cages that you two are in right now." Thunder Cloud said.

"There's no way you could be stronger than me!" Atticus replied. "I'm practically a god!"

"Apparently not if I managed to defeat you," Thunder Cloud smirked. "Anyway, since that day, Tempest and I have become companions."

"He's the only one I really have left." Tempest Shadow replied.

"So, you still technically have a friend." Atticus suggested.

"We're not friends, we're companions/allies." Tempest Shadow told him.

"Yeah!" Thunder Cloud added. "Who needs friends when you got an ally or two?"

"Friendship can be important, Thunder," Atticus replied. "I mean, my best friend Cherry didn't think she needed anyone in her life until she met me, we were both all alone, but we gave each other what we needed most: companionship."

"Either be quiet or else I'll strangle you to death." Thunder Cloud threatened.

Atticus frowned with Twilight as this nearly looked like the end for both of them.


	8. Chapter 8

**_Meanwhile with the others on the beach..._**

"This whole journey was such a mistake," Fluttershy sighed with a sniffle. "All we wanted was somepony to help us."

"Do you think it's time we talk to them?" Mo frowned.

"Ya think so?" Applejack asked.

"It should be for the best..." Cherry replied. "I'm sure we can all make this up somehow with them."

"She's right." Patch nodded.

" **THEY'VE! BEEN! TAKEN!** " Spike's voice yelled out.

"Spike?!" Emily looked over to the young dragon.

"Twilight and Atticus've been taken!" Spike panted. "Tempest and Thunder! They grabbed t!hem And took them on their ship!"

"What?!" Mo panicked.

"We gotta get 'em back!" Rainbow Dash told the others.

"How?" Fluttershy frowned. "We'll never catch up!"

"And we'd be outnumbered." Casper added.

"Well, good thing I happen to know of a group of mighty heroes that could handle this easily!" Capper's voice replied.

Everyone then turned to see him and Tabby before glaring slightly.

"Well! Look what the cats dragged in!" Rarity huffed. "Themselves!"

"We're so sorry that my adoptive father tried to sell you ponies." Tabby said.

"These heroes have faced the Storm King's army and escaped!" Capper told the others. "I've seen them topple the streets of the roughest towns, break out of the tightest situations, and inspire others to join their cause!"

"Ooh." Most of the group smiled.

"Now don't get too excited," Applejack told the others. "He's just talkin' about us."

"They even escaped certain doom at the hooves of Commander Tempest!" Capper quickly added.

"Yeah, I guess that was pretty cool." Cherry replied.

"Are you kidding me?!" Captain Celaeno asked as she suddenly came. "That was awesome!"

"How did you all get here?" Casper asked.

"Figured you could use a claw!" Boyle told them.

"We're on board to help you fight the Storm King!" Captain Celaeno added. "Just not on board our... Actual ship."

"What happened to it?" Cherry asked.

"That crazy unicorn's pegasus friend sunk it, but you got back our argh!" Mullet replied. "And we're ready to kick some booty."

The pirates all laughed together and drew out their swords. Emily smiled before looking back into the water as something glowing was coming to the surface.

"Is that...?" Tabby also smiled.

Everyone else soon looked to the water in amazement.

"Hellooooooo! Me again!" Princess Skystar giggled as she flew out onto the surface in a new form. "I'm gonna get so grounded, but I talked things over with Shelly and Sheldon and they pointed out that you were just trying to help your friends."

"And I decided to come too." Prince Starbrave said.

"You guys look different." Wendy commented.

"Mom, are those the Hippogriffs?" Casper asked Emily.

"Yep." Emily smiled.

"So I wanna help too," Princess Skystar told the others before whispering some advice. "'Cuz ya know, one small thing can make a really big difference!"

Prince Starbrave smiled and nodded in approval to his sister's words of wisdom.

"So, is that all?" Casper asked.

"That's it, right?" Spike added. "We didn't make friends with anypony else?"

"All right, y'all!" Capper smirked to the others as he picked up Tabby in comfort. "I think our course is clear. Y'all ready to do this thang?"

"Let's do it!" Patch cheered.

"We're coming, Twilight and Atticus!" Pinkie added.

* * *

Soon enough, everybody else cheered out of excitement and adventure.

"As soon as we think up a plan!" Pinkie then said.

"I have a plan!" Tabby smiled.

"Okay, let's hear it, buddy!" Pinkie smiled back.

Tabby began to tell them all his plan.

* * *

 ** _Meanwhile, back in Canterlot..._**

The ones left behind sat in misery as they were trapped and/or enslaved. Bud held onto Michelle as they were both deeply worried about Cherry and Wendy. They soon heard Songbird Serenade singing.

"I am here and I see your pain~," Songbird Serenade sang lowly. "Through the storms, through the clouds, the rain, I'm telling you, you can not escape~"

A storm creature growled and then banged on her cage to shut her up. The pegasus pop star sighed as all hope was lost for all of them and it was even worse when Twilight and Atticus were being wheeled in with Tempest Shadow and Thunder Cloud. They were soon brought into the throne room.

Twilight looked to see the Princesses and her sister-in-law frozen in place just the way she and the others had left them.

"Please, Tempest and Thunder, don't-" Atticus was about to beg.

"Don't give the Storm King your magic and strength?" Thunder Cloud finished with a scoff.

"Did you think you'd keep it all to yourself?" Tempest Shadow added. "Time to share. I'd love for everybody out there to know what I can really do."

"And what might that?" A strong male voice asked as a strong figure came in.

"Your bidding, of courth, Your Mighty One." Grubber replied as he stood beside Tempest Shadow and Thunder Cloud as he then ran out of the throne room like a coward.

Tempest Shadow and Thunder Cloud rolled their eyes to that.

"Bidding's good, I like bidding!" The Storm King told them before looking down to Twilight and Atticus. "Um, what are you two supposed to be?"

"I'm Atticus: The Prince of Strength." Atticus replied.

"And I'm the Princess of Friendship." Twilight added.

The Storm King merely laughed at them. "Oh. That's nice," he then looked to Tempest Shadow and Thunder Cloud. "Why are those two still moving?"

"Don't worry, they're not going to be a problem anymore." Thunder Cloud said.

"Yeah, so, speaking of problems, this place, it seems a little too, oh, I don't know, cute!" The Storm King paced around. "I don't like cute! I never did like cute! Doesn't really go with my whole 'big bad powerful magic guy' thing, does it?! Deliver the punchline, Tempest and Thunder, because this has gotta be a joke!"

"Just plunge the staff into the center of the throne room and you'll be able to have their magic," Thunder Cloud said, pointing to the princesses and Atticus before pointing to just Atticus. "And his strength."

"Oh, you mean like this?" The Storm King smirked before raising his staff and then plunged it just as Thunder Cloud suggested.

* * *

Soon enough, just as Thunder Cloud predicted to happen began to happen, and where soon enough all four alicorn princesses lost their magic as well as Atticus along with his strength.

"Nooo!" Atticus and Twilight cried out as the Storm King laughed in victory.

"Check out the light show!" The Storm King laughed at the others and his muscles soon expanded as he now felt stronger. "Whoa! And look at these babies!" The villain smirked as he flexed his arms.

Outside, Hilda looked up and bowed her head as Equestria was now slowly going downhill. "Oh, I hope things get better." She frowned before feeling the ground shake.

"Oh, Atticus..." Twilight gasped before she fell to the floor with him.

"I gotcha, Twily." Atticus soothed.

"Isn't this everything we promised you, sir?" Thunder Cloud asked.

"You bet it is, let's get the storm started!" The Storm King beamed. " Ooh, hey, that's good. I should trademark that."

"You should, sir." Thunder Cloud agreed.

The Storm King soon zapped his staff which made Atticus and Twilight weakly fly out and land on each other, unable to do anything to stop him. "Not bad. Actually, kinda first rate. What else does it do?"

"Uh, sir, you kind of have made a promise to-" Thunder Cloud said before being interrupted.

"Ah, ah, ah!" The Storm King shut him out briefly. "Okay, hang on."

"But you made a deal with Tempest!" Thunder Cloud reminded him.

"You gotta be kiddin' me! I can move the sun?!" The Storm King laughed like a child at play. "Wow! Now this is what I'm talkin' about! Ha ha! Time to play! Tuesday, Wednesday, Thursday, Friday! Day, night! Day, night! Day night! Day night! Day night! Sunrise, sunset!"

* * *

While he was playing around with the sun and moon, the group was making their way with a cake with Spike on top. The guards stood in place at first.

"Uh, yeah, I got a delivery here for a Mr.'The Storm King'," Capper told the guards as he came with Tabby beside him like an apprentice. "I was given explicit instructions to bring this here cake to this here castle's throne room."

The guards began to grunt as their answer.

"Uh-oh, they're not letting us in." Tabby said, acting in dismay.

"All right, then," Capper tried out. "Look here. Could one o' y'all go be a pal, go tell your boss he's not gettin' his Congratulations on subduing defenseless pastel ponies cake? 'Cuz we don't wanna be the one responsible for the big guy missin' his special dessert. You know what I'm sayin'?"

The storm creatures growled in response, but stepped out of the way.

"Thank you kindly, fellas," Capper smirked as Tabby helped him out. "I'mma be sure and put in a good word for the botha y'all."

"Pinkie, be sad!" Cherry growled quietly through her teeth.

"Oh, right." Pinkie Pie said before looking sad.

"Just pretend you're back on the Rock Farm." Cherry coached.

Pinkie nodded and soon whimpered like a sad dog.

They soon came into dark and gloomy Canterlot as it changed dramatically since they had been gone.

"It's working like a charm." Casper whispered.

"Oh, Casper, I don't like this." Wendy whispered back.

"Don't worry, Wendy, we got this." Casper soothed her.

"Oh, hello, cake," Grubber grinned as he leapt out from a pie stand to get some of the cake for himself and took off some frosting. "Mm, don't mind if I do!" After he took a bite of it, he soon saw an eye. "That's some, like, gourmet ithing!" The hedgehog smiled before gasping once he realize this had to be some sort of diabolical plan. "Who putth eyeballth in filling? Guards!"

"Oh, crud." Cherry gulped. Her wings soon spread out from her own control and she chucked him into the cake.

The storm creatures soon surrounded them.

"We're busted." Tabby said.

"Plan B?" Capper told the others.

"The jig is up!" Cherry called out and soon tried to buck against the cake, even though she saw herself as weak, but she was somehow able to do it this time without Atticus's muscle.

And where the others soon burst out of the cake.

"Trojan Cake, witches!" Cherry smirked.

"Come on!" Captain Celaeno told her crew so that they could begin fighting.

* * *

Everyone began to fight the storm creatures.

"You can do it, Cherry, you don't need Atticus to save you!" Spike coached the perky goth.

"You think so?" Cherry shakily replied.

"Come on, you can do it!" Spike told her.

Cherry gulped as she tried to fight on her own instead of relying on Atticus's muscles to save her for a change. And where she did great especially with help from her wings.

"I think I'm getting the hang of this..." Cherry smiled to herself before she smirked and continued.

The others fought the storm creatures their own way. Fluttershy was nervous about fighting until she gasped and saw Boots locked up with Silver Spoon, Diamond Tiara, Apple Bloom, Sweetie Bell, and Scootaloo. She was about to fight one of the storm creatures. A storm creature laughed as he was about to snatch Boots only to get kicked by Fluttershy and she soon beat him up.

" **DON'T! TOUCH! MY! BOOTSY!** "' Fluttershy glared.

"Mama, I think he just has a lot of stress." Boots suggested.

"Oh, you think so, deary?" Fluttershy replied. "Perhaps he needs a massage like I give to Harry?"

"No, no, I mean he needs someone to talk his emotions to." Boots said.

"Hmm..." Fluttershy hummed before she sat down the storm creature and decided to have a word with him. "You seem tense. Do you wanna talk about it?"

The storm creature actually looked like he needed to talk about what he was going through. Fluttershy soon sat down the storm creature so they could talk about this.

"Head for the castle!" Captain Celaeno told the others as she fought with her crew. "We'll hold them off!"

"You got it." Mo said.

Even Prince Starbrave and Princess Skystar worked together, with 'Shelly and Sheldon's' help. More guards blocked their path as they came up to the front doors. One of the storm creatures was still with Fluttershy as he was now crying. Spike was used as a flamethrower by Capper as the storm guards yelled out in pain from the flames.

* * *

"What?! **HOW?!** " Tempest Shadow glared as she watched this from the balcony.

"It's the magic of-" Atticus began.

"Yeah, yeah!" The Storm King glared in disgust before making himself hug Twilight, Atticus, Tempest Shadow, and Thunder Cloud in a cutesy way at first. "Friendship, and flowers, and ponies, and bleh! I'm so totally over the cute pony thing. This... Ends... Now!" He then laughed as he shot at the sky with his scepter.

"What is he going to do now?" Atticus asked Thunder Cloud.

"He's going to control the whole world now and control the storm." Thunder Cloud replied.

The Storm King was now able to create a deathly and dangerous tornado.

"Oh, man," Wendy shivered. "This looks worse than that time with Desmond Spellman!"

"You're telling me!" Casper agreed.

The Storm King laughed as it almost looked like he was going to win the battle between good and evil.

"Come on, guys, we gotta move!" Tabby told the others as he clung to Capper.

"Move those hooves, ponies!" Capper added.

They soon rushed to somewhere they would be safe. The storm creatures were soon literally blown away by the tornado.

"Rainbow Dash, do you know how to stop a tornado?" Cherry asked.

"You'd have to be flying faster than a speeding pegasus to break through that wind!" Rainbow Dash told her.

Pinkie Pie gasped and soon slid on her helmet with a smirk. "Excellent idea, Rainbow Dash... Cherry, thank you for volunteering."

"I did what now?!" Cherry's eyes widened until an extra helmet was on her head now.

"Why don't I like the way she said that?" Emily asked.

"Now I truly am the Storm King!" The Storm King grinned darkly. "And the entire world will bow to my ba-ba-ba-boom, baby!"

"Yes, yes, you are every bit as powerful as I promised, Sire, now, restore my horn and I swear to use my magic to serve you!" Tempest Shadow patiently told him.

The Storm King laughed at her which seemed to summon lightning in the background. "Who cares about your dinky little unicorn horn?!"

"But you promised," Thunder Cloud glared. "We had a deal!"

"Get with the program!" The Storm King scoffed. "I used you! It's kind of what I do!" He then began to use his scepter to zap against Tempest Shadow to get rid of her.

"No!" Thunder Cloud shouted as he jumped in the way between the scepter and Tempest Shadow.

A zap soon shot from the scepter and it hit Thunder Cloud instead of Tempest Shadow as he took the bullet for her. Twilight and Atticus gasped in suspense and shock.

"Thunder!" Tempest Shadow gasped.

"I'm sorry..." Thunder Cloud softly told her.

"Thunder, you didn't have to..." Tempest Shadow told him as she looked very sad now.

"I tried..." Thunder Cloud told her. "You were my best friend..."

"Aw, yuck, I hate this friendship stuff." Storm King said before shooting Thunder Cloud to ruin the moment.

Thunder Cloud yelled out and soon closed his eyes as he seemed nearly lifeless now.

"No!" Tempest Shadow gasped before her eyes seemed wet and she touched them with her hoof. "Oh... Wh-Why is my face wet?"

"Well, you're crying." Twilight said.

"I'm what?" Tempest Shadow asked as if she had never heard of such a thing before. "What is this lump in my throat? What's going on here?" She then began to sing in deep melancholy. "Why's a tear running down from my eye?, I've never felt quite like this before, And I don't know why it makes me cry, to think he might sleep forevermore, Oh, what is this I'm feeling?, What is this ache inside of me?, Everything is reeling, through these misty eyes, I just can't see, What is this feeling I'm feeling in me?~"

"You're feeling this way 'cuz you care, That's why it seems like your world may end~" Twilight sang.

"It's new but, you shouldn't be scared, You're aching because you miss your best friend~" Atticus added.

"Oh, we know how you're feeling, losing a friend will make you blue so help us with his healing and you'll feel a whole lot better too~ " Twilgith and Attixus sang. "Embrace the feeling, You're feeling in you~ In your black and white world, you can no longer hide, won't you please let some color inside?~ At least won't you try?~"

"I'll embrace this feeling, Let go of the way I used to be, Friendship is revealing~," Tempest Shadow sighed as she felt like she now had a revelation before smiling warmly instead of coldly. "And it makes me see a brand new me, I like this feeling I'm feeling~"

"We know the feeling you're speaking of, The feeling that you're feeling is love~" Atticus and Twilight sang.

Tempest Shadow looked to them and actually smiled to them which made them smile back to her.

"Yeah, yeah, whatever, I'm just gonna end you next." The Storm King said as he shot his scepter at Tempest Shadow.

Tempest Shadow looked forlorn, but she felt like she deserved this and decided to let him do it. Twilight soon came toward her and took her hoof.

"Why are you saving me?!" Tempest Shadow asked her.

"Because this is what friends do." Twilight told her sincerely.

Atticus soon helped with Tempest Shadow. The two alicorns soon used all their strength they had left and pulled Tempest Shadow into safety since it was already too late for Thunder Cloud.

"Awwww! Isn't that just so sweet!" The Storm King laughed sarcastically before he was going to eliminate them next. "Yeah. See ya!"

* * *

 ** _Meanwhile with the others and the party cannon..._**

"You sure about this?" Mullet asked the pink earth party pony.

"Just do it! Thank you!" Pinkie Pie replied as she was inside of the cannon with the others, but only Cherry had the extra helmet. "I'm excited! Who's excited?! Aaah! I've never been so excited!"

"I'm out of here!" Cherry yelped as she tried to climb out of the cannon, but before she could climb out, the cannon fired, and she cried out in panic. " **NOOOOOO!** "

"Whee, isn't this fun, Cherry?!" Pinkie Pie giggled.

"Why do these things always happen to me?!" Cherry yelped.

They soon flew through the tornado and crashed into the Storm King. Cherry soon fell on the floor and Pinkie Pie rolled against her, squishing her against the wall.

"Bulls-eye!" Pinkie smiled dizzily.

"GET! OFF! OF ME! PINKIE PIE!" Cherry grunted and shoved her off.

"We're alive!" Emily cheered.

"Cherry!" Atticus smiled with Twilight. "You all came back!"

"I'm so sorry," Twilight told the others. "I'm so sorry! I was wrong to-"

"I'm sorry, too," Pinkie Pie interrupted. "Friends mess up sometimes, but we never should've-"

"Make up later!" Wendy interrupted.

"She's right, this isn't over!" Rainbow Dash added.

"Atticus, are you hurt?" Emily asked her son.

"Not too badly, but my strength and magic are gone with Twilight's." Atticus frowned.

"That's bad." Emily said.

"I know." Atticus frowned to his mother.

The scepter soon zapped and it was shaking the whole room as it seemed like it was going to collapse on them.

"I've gotta get control of it!" Twilight cried out as she dodged any damage that she could without her magic.

"You can do it!" Pinkie Pie smiled. "You've got this, Twilight!"

"No," Twilight replied before smiling back. "We got this! Together."

"Applejack, can you lasso that rock for us?" Atticus asked.

"Ya bet Ah can!" Applejack smiled as she then did as he suggested.

"Let me fly you guys." Cherry said.

"You flying?" Atticus asked.

"Trust me," Cherry smirked as her wings perked up. "My wing power is a lot better than it was before."

"Alright then." Atticus said.

Cherry then lifted her wings and took the lead as she flew with the others joining her, showing Atticus that she had become a much better flyer than when she started out and was rejected by the Wonderbolts.

"The staff belongs to me!" The Storm King snarled as he began to climb up after them.

"Uh-oh, we better get to the staff/scepter before he does." Atticus said.

The Storm King glared as he came after them to try and stop them.

"Faster, Cherry!" Atticus told his best friend.

Cherry grunted as she nearly quit, but she glared as she tried better with all her might like Mulan did to prove she was strong and could be made a man out of, even if she wasn't a man herself when she joined the war against Shan Yu and the Huns.

* * *

Soon enough, they were now close to the scepter.

" **NO, THAT'S MY STAFF!** " The Storm King yelled out.

Both he and Cherry inched closer and closer toward the scepter.

"Oh, I can't watch, but I have to because it's kind of cool!" Patch commented.

" **NOOO!** " Cherry yelped out as she soon grabbed the scepter as the Storm King crashed into a stain-glassed window.

The two of them were soon sucked in by the tornado.

" **CHERRY!** " Atticus and Mo cried out.

"Nooo, not Cherry Berry!" Pinkie Pie added in.

"She's gone," Atticus frowned with tears in his eyes as Tempest Shadow looked at him. "My best friend in the whole world is gone!"


	9. Chapter 9

The storm soon let up and where someone was coming down with the staff. Emily hugged Atticus in comfort.

"Mom, she's gone..." Atticus sniffled. "I should've gone up there myself."

"Uh, Atticus, I don't think she's gone." Casper said as he saw who had the staff.

"Huh?" Atticus asked before he took a look himself.

"Atticus... Look!" Twilight told him.

Cherry soon floated down herself with her fluttering wings and she appeared to have her own horn to go with her wings and she had a glowing cutie mark to symbolize her brave action and sacrifice for her friends, and where her cutie mark soon showed. Once Cherry landed, she was soon hugged by everypony else.

"Oh, Cherry, I'm so glad you're okay!" Atticus smiled before gasping. "Cherry... You... You're an alicorn now too!"

"Wait, what?" Cherry asked.

"It's true, Cherry, you've turned into an alicorn." Wendy smiled to her big cousin.

"Oh, wow, how cliche..." Cherry deadpanned.

Tempest Shadow saw the friends happily reunite and soon decided to leave until she then saw the Storm King coming back and took the stone for the Mane Six and others so they wouldn't be frozen in place and it took her instead like when Thunder Cloud saved her, and where as the Storm King turned stone as well, and he fell down from the balcony. The Storm King soon fell to the floor and shattered which made Emily cover Casper and Wendy's eyes.

* * *

Tempest Shadow was then saved by Cherry as she used the scepter to bring her to safety since they could trust her now.

"Whoa, I can't believe she did that!" Rainbow Dash gasped.

"We can." Atticus and Twilight smiled, referring to themselves.

The scepter soon glowed again and shined against Tempest Shadow, setting her free.

"You alright?" Atticus asked Tempest Shadow.

Tempest Shadow looked all around and felt touched that the Mane Six helped her.

"So, now what do we do?" Fluttershy asked.

Cherry handed the scepter to Twilight and Atticus as they took a long look toward Tempest Shadow.

"Now, we fix everything." Tempest Shadow replied.

* * *

They soon went back into the throne room. Once in there, Twilight and Atticus placed the scepter back into place to restore everything back to the way it was before. Those who had been frozen were now finally free at last and were able to move around again.

"Twilight!/Atticus!" Princess Celestia and Zeus smiled fondly.

Everything was now returned to normal in Canterlot, but Thunder Cloud was still motionless and where Tempest Shadow was sad that her best friend wasn't back. Tempest Shadow looked to Thunder Cloud before bowing her head in deep pain and sorrow for her friend.

"Is it weird that I feel bad for her...?" Cherry weakly asked as Atticus looked the same way while Twilight reunited with the Princesses.

"I feel the same way." Atticus frowned before he saw Zeus making his way to Thunder Cloud.

Zeus took a look at Thunder Cloud with a sigh. "He gave up his own life for Tempest Shadow."

"And Tempest is very sorry, Zeus," Atticus replied. "I mean, it's pretty hard to lose a friend. Cherry lost her mind when I turned to a stone statue at Witch Academy."

"I did not!" Cherry defended, though it was a lie. "I was acting, to, uh, show Sabrina what real friends do!"

"Uh-huh, sure." Atticus smirked.

Thunder Cloud began to glow. Cherry and Atticus then looked as Zeus was helping Thunder Cloud so that he could reunite with Tempest Shadow, and where the formerly evil pegasus's forehead started to glow.

"Thunder Cloud...?" Tempest Shadow gently called out. "Is that you?"

Thunder Cloud soon stretched and was brought back to normal.

"Oh, Thunder!" Tempest gasped as she came toward him.

"Tempest." Thunder smiled as he hugged her with his wing.

They both soon noticed something on his forehead.

"Thunder, what's that on your head?" Tempest Shadow asked.

"What's what?" Thunder Cloud asked out of confusion before taking a look himself to see what it was, and where he saw that it was a horn.

"Thunder Cloud, you've become an alicorn," Tempest Shadow beamed. "I didn't think that was possible!"

"You're both very welcome." Zeus smiled.

"Thank you, All Mighty Zeus." Thunder Cloud and Tempest Shadow bowed.

"It was my pleasure, as long as you two promise to be good from now on." Zeus replied as he looked inside their hearts like he had advised his son before letting him come back into Mount Olympus.

"Oh, we will." Thunder Cloud and Tempest Shadow smiled together and to each other.

* * *

Soon enough, everyone else was free.

"Cher Bear!" Bud beamed.

"Daddy!" Cherry beamed back and ran to hug her father.

"I'm so glad you're alright." Bud smiled.

"Aw, no worries, Daddy." Cherry replied.

"Thank goodness," Michelle gushed before looking around and gasped frantically. "Where's your cousin, Wendy?! Oh, I'm a worse guardian than Fanny, Gerty, and Gabby! What will your other aunt say about me watching her daughter?!"

"I'm here, Auntie!" Wendy piped up and Michelle soon looked down to see her little niece was alive and well.

"Oh, Wendy, thank goodness." Michelle smiled back and hugged her.

* * *

Soon enough, it was time for Songbird Serenade's performance.

"Fillies and gentlecolts, get ready for a little Songbird Serenade!" Spike announced.

The crowd then cheered in excitement and anticipation.

Songbird Serenade soon came out once she met her cue. "And now, to celebrate the fact that we're all still here in one piece, give it up for Princess Twilight and her friends!" The pegasus pop star announced.

The spotlight then shined on the group. Everypony then cheered for them which made them all very thrilled and happy, even Cherry.

"Way to go, guys!" A stallion named Code Red cheered.

Photo Finish then snapped several photographs of the group.

" **YEAH!** " Bulk Biceps flexed his frontal hooves as he emerged from the crowd.

* * *

Drell came toward the group. "I'm so proud of you all," He told them. "When I took this job after hearing the prophecy, I wasn't sure if I could enjoy it until it would be time for me to meet you all, but I'm so blessed to know each and every one of you."

Cherry bowed her head at first.

"Especially you, Cherry." Drell then said which shocked the perky goth.

"W-Wha-Me, really?!" Cherry gasped. "Oh, thank you, sir!"

"I always knew you had it in you." Drell said.

"R-Really...?" Cherry asked. "I-I don't know what to say..."

"Just keep being yourself." Drell said.

"Even if I'm a little snarky and pessimistic?" Cherry asked.

"Eh, I'd tone it down a little, but you already have over the years." Drell told her.

"I have?" Cherry blinked. "I didn't even notice."

"And you finally got your horn." Drell smiled.

"Finally?" Cherry asked. "You mean this was supposed to happen?!"

"Yep, and look at your cutie mark." Drell gestured.

Cherry blinked and looked down to her cutie mark which was a magical one. "I... I got my magic cutie mark..." she whispered before running to him in delight. "I got my magic cutie mark!" she then yelled out to the heavens as she was so thrilled and her voice even echoed. "I GOT MY MAGIC CUTIE MARK!"

"Yep, you sure did." Drell nodded.

The Princesses all bowed to the group and even Zeus did and they bowed back to them. The spotlight then dimmed and the concert began and everyone was now going to watch it as nothing could possibly ruin this moment.

"I know you, you're a special one, Some see crazy where I see love~," Songbird Serenade began to sing. "You fall so low, but shoot so high, Big dreamers shoot for open sky, So much life in those open eyes, So much depth, you look for the light~"

Rainbow Dash and Captain Celaeno soon fist bumped each other.

"Ooh..." Capper smiled as Rarity gave him a cape and hat.

"And perfection!" Rarity smiled back.

"Wow, very stylish." Tabby approved.

Pinkie Pie giggled as she hugged Princess Skystar while Prince Starbrave smiled fondly to Atticus, bumping fists with him before the Hippogriff prince grabbed him and then gave him a playful noogie.

"Hey!" Atticus laughed.

"Thanks for coming to me and my sister," Prince Starbrave smiled sincerely before he soon saw his mother flying in. "I've never seen her so happy."

"Novo!" Emily gasped.

"Mom!" Princess Skystar and Prince Starbrave ran toward their mother and hugged her.

"You are both so grounded." Queen Novo chuckled in the hug.

"Yeah, I saw that coming." Prince Starbrave smiled.

"Oh, Novo, I'm so glad you've come," Emily smiled to her old friend. "I was worried maybe you weren't."

"I'm alright now." Queen Novo smiled back.

"Is that Novo?" Patrick asked his wife.

"Oh, yes, it is, my dear," Emily smiled to her husband. "Novo, you remember the love of my life, Patrick."

"Ah, yes..." Queen Novo replied. "How are you doing, Patrick? I can't remember the last time we've all had a swim together."

"I've been great." Patrick said as he flexed one of his arms/legs

"Oh, so you have," Queen Novo chuckled. "I see where your son gets his strength."

"Funny thing about that," Patrick smiled sheepishly. "Atticus gave me the strength."

"He did?" Queen Novo asked out of surprise.

"Oh, yes, my son has been on many, many, many adventures." Patrick nodded.

* * *

While everyone enjoyed Songbird Serenade's song, Atticus and Twilight noticed that Tempest Shadow and Thunder Cloud were all by themselves.

"Well, that's one thing that never changes around here, "Tempest Shadow said to Thunder Cloud. "The party."

"Well, I hope you'll stay," Twilight smiled in encouragement as she flew over with Atticus. "More friends are definitely merrier."

"Yeah, you can never have too many friends." Atticus added.

"But... Um... My horn..." Tempest Shadow frowned with a sigh.

"You know, your horn is pretty powerful, just like the pony it belongs to." Twilight advised.

"She's right." Atticus happily agreed.

"Well, this party could use some fireworks." Thunder Cloud smiled.

"Should I?" Tempest Shadow asked him.

"Go on," Thunder Cloud encouraged. "You always said you wanted to show Equestria what you could do."

"That is true." Tempest Shadow nodded.

Thunder Cloud nodded back, allowing her to do what she should do to help Equestria. Tempest Shadow then let her horn spark and create fireworks.

* * *

"I can see a rainbow, In your tears as they fall on down, I can see your soul grow, Through the pain as they hit the ground~" Songbird Serenade continued to sing.

"Wow!" Pinkie Pie smiled. "Nice touch, Tempest."

"Actually, that's not my real name." Tempest Shadow admitted.

"It's not?" Wendy asked in surprise.

Tempest Shadow shook her head.

"Oooh!" Pinkie Pie squealed. "What is it?!"

Tempest Shadow looked nervous about saying her actual name to the others.

"Go on," Thunder Cloud smiled. "Tell them."

"All right..." Tempest Shadow sighed. "It's Fizzlepop Berrytwist."

"Whoa." Atticus said.

"Okay!" Pinkie Pie gasped. "That is the most awesome name ever!"

The formerly evil unicorn smiled bashfully.

"Told ya." Thunder Cloud smirked playfully to his best friend.

"So, do we call you Fizzlepop or Tempest?" Cherry asked.

"Tempest for right now," Tempest Shadow preferred. "Maybe another time, I'll go back as Fizzlepop."

"Well, it suits you." Mo said.

"Maybe someday." Tempest shrugged.

They all then continued to enjoy the concert and the Friendship Festival as another adventure had been done.

The End


End file.
